LENDER) AT
ANY TIME, THE BORROWER AGREES THAT IT WILL EXECUTE AND DELIVER TO SUCH LENDER A
REVOLVING CREDIT NOTE AND, IN THE CASE OF THE SWINGLINE LENDER ONLY, A SWINGLINE
NOTE, PAYABLE TO THE ORDER OF SUCH LENDER.
SECTION 2.11.
OPTIONAL PREPAYMENTS.
THE BORROWER SHALL HAVE THE RIGHT AT
ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING (EXCEPT FOR EURODOLLAR
LOANS WHICH THE BORROWER MAY ONLY PREPAY ON THE EXPIRATION OF THE CURRENT
INTEREST PERIOD), IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY BY GIVING
IRREVOCABLE WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING)
TO THE ADMINISTRATIVE AGENT NO LATER THAN (I) IN THE CASE OF PREPAYMENT OF ANY
EURODOLLAR BORROWING, 11:00 A.M. (ATLANTA, GEORGIA TIME) NOT LESS THAN THREE (3)
BUSINESS DAYS PRIOR TO ANY SUCH PREPAYMENT, (II) IN THE CASE OF ANY PREPAYMENT
OF ANY BASE RATE BORROWING, NOT LESS THAN ONE BUSINESS DAY PRIOR TO THE DATE OF
SUCH PREPAYMENT, AND (III) IN THE CASE OF SWINGLINE BORROWINGS, PRIOR TO 11:00
A.M. (ATLANTA, GEORGIA TIME) ON THE DATE OF SUCH PREPAYMENT.
EACH SUCH NOTICE
SHALL BE IRREVOCABLE AND SHALL SPECIFY THE PROPOSED DATE OF SUCH PREPAYMENT AND
THE PRINCIPAL AMOUNT OF EACH BORROWING OR PORTION THEREOF TO BE PREPAID.
UPON
RECEIPT OF ANY SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH
AFFECTED LENDER OF THE CONTENTS THEREOF AND OF SUCH LENDER'S PRO RATA SHARE OF
ANY SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN, THE AGGREGATE AMOUNT SPECIFIED IN
SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE DESIGNATED IN SUCH NOTICE,
TOGETHER WITH ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT SO PREPAID IN
ACCORDANCE WITH SECTION 2.13(E); PROVIDED, THAT IF A EURODOLLAR BORROWING IS
PREPAID ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST PERIOD APPLICABLE
THERETO, THE BORROWER SHALL ALSO PAY ALL AMOUNTS REQUIRED PURSUANT TO
SECTION 2.19.
EACH PARTIAL PREPAYMENT OF ANY LOAN (OTHER THAN A SWINGLINE LOAN)
SHALL BE IN AN AMOUNT THAT WOULD BE PERMITTED IN THE CASE OF AN ADVANCE OF A
REVOLVING BORROWING OF THE SAME TYPE PURSUANT TO SECTION 2.2 OR IN THE CASE OF A
SWINGLINE LOAN PURSUANT TO SECTION 2.4.
EACH PREPAYMENT OF A BORROWING SHALL BE
APPLIED RATABLY TO THE LOANS COMPRISING SUCH BORROWING.
SECTION 2.12.
MANDATORY PREPAYMENTS.
IF AT ANY TIME (I) THE DOLLAR
EQUIVALENT OF THE REVOLVING CREDIT EXPOSURE OF ALL LENDERS EXCEEDS THE AGGREGATE
REVOLVING COMMITMENT AMOUNT, AS REDUCED PURSUANT TO SECTION 2.8 OR OTHERWISE OR
(II) THE AGGREGATE PRINCIPAL AMOUNT OF ALL LETTER OF CREDIT OBLIGATIONS EXCEEDS
AN AMOUNT EQUAL TO 105% OF THE LC COMMITMENT, THE
31
BORROWER SHALL IMMEDIATELY REPAY SWINGLINE LOANS AND REVOLVING LOANS IN AN
AMOUNT EQUAL TO SUCH EXCESS, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST ON
SUCH EXCESS AMOUNT AND ANY AMOUNTS DUE UNDER SECTION 2.19.
EACH PREPAYMENT
SHALL BE APPLIED FIRST TO THE SWINGLINE LOANS TO THE FULL EXTENT THEREOF, SECOND
TO THE BASE RATE LOANS TO THE FULL EXTENT THEREOF, AND FINALLY TO