ONE
(1) BUSINESS DAY PRIOR TO THE INTENDED EFFECTIVE DATE OF ANY CONVERSION OF LIBOR
LOANS INTO BASE RATE LOANS. EACH SUCH NOTICE (EACH, A "NOTICE OF
CONVERSION/CONTINUATION") SHALL BE GIVEN IN THE FORM OF EXHIBIT B-3 AND SHALL
SPECIFY (X) THE DATE OF SUCH CONVERSION OR CONTINUATION (WHICH SHALL BE A
BUSINESS DAY), (Y) IN THE CASE OF A CONVERSION INTO, OR A CONTINUATION OF, LIBOR
LOANS, THE INTEREST PERIOD TO BE APPLICABLE THERETO, AND (Z) THE AGGREGATE
AMOUNT, CLASS AND TYPE OF THE LOANS BEING CONVERTED OR CONTINUED. ONCE GIVEN, A
NOTICE OF CONVERSION/CONTINUATION MAY NOT BE REVOKED BY THE BORROWER EXCEPT UPON
PAYMENT OF ANY AMOUNTS REQUIRED UNDER SECTION 2.18 TO BE PAID AS A CONSEQUENCE
OF SUCH REVOCATION. UPON THE RECEIPT OF A NOTICE OF CONVERSION/CONTINUATION, THE
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH APPLICABLE LENDER OF THE PROPOSED
CONVERSION OR CONTINUATION BY FACSIMILE TRANSMISSION. IN THE EVENT THAT THE
BORROWER SHALL FAIL TO DELIVER A NOTICE OF
45
CONVERSION/CONTINUATION AS PROVIDED HEREIN WITH RESPECT TO ANY OUTSTANDING LIBOR
LOANS, SUCH LIBOR LOANS SHALL AUTOMATICALLY BE CONVERTED TO BASE RATE LOANS UPON
THE EXPIRATION OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO (UNLESS
REPAID PURSUANT TO THE TERMS HEREOF). IN THE EVENT THE BORROWER SHALL HAVE
FAILED TO SELECT IN A NOTICE OF CONVERSION/CONTINUATION THE DURATION OF THE
INTEREST PERIOD TO BE APPLICABLE TO ANY CONVERSION INTO, OR CONTINUATION OF,
LIBOR LOANS, THEN THE BORROWER SHALL BE DEEMED TO HAVE SELECTED AN INTEREST
PERIOD WITH A DURATION OF ONE MONTH.
2.12
METHOD OF PAYMENTS; COMPUTATIONS.
(A)
ALL PAYMENTS BY THE BORROWER HEREUNDER SHALL BE MADE WITHOUT
SETOFF, COUNTERCLAIM OR OTHER DEFENSE, IN DOLLARS AND IN IMMEDIATELY AVAILABLE
FUNDS TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE LENDERS ENTITLED TO
SUCH PAYMENT OR THE SWINGLINE LENDER, AS THE CASE MAY BE (EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN AS TO PAYMENTS REQUIRED TO BE MADE DIRECTLY TO THE
ISSUING LENDER OR THE LENDERS) AT THE PAYMENT OFFICE PRIOR TO 1:00 P.M.,
CHARLOTTE, NORTH CAROLINA TIME, ON THE DATE PAYMENT IS DUE. ANY PAYMENT MADE AS
REQUIRED HEREINABOVE, BUT AFTER 1:00 P.M., CHARLOTTE, NORTH CAROLINA TIME, SHALL
BE DEEMED TO HAVE BEEN MADE ON THE NEXT SUCCEEDING BUSINESS DAY. IF ANY PAYMENT
FALLS DUE ON A DAY THAT IS NOT A BUSINESS DAY, THEN SUCH DUE DATE SHALL BE
EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY (EXCEPT THAT IN THE CASE OF LIBOR
LOANS TO WHICH THE PROVISIONS OF SECTION 2.10(IV) ARE APPLICABLE, SUCH DUE DATE
SHALL BE THE NEXT PRECEDING BUSINESS DAY), AND SUCH EXTENSION OF TIME SHALL THEN
BE INCLUDED IN THE COMPUTATION OF PAYMENT OF INTEREST, FEES OR OTHER APPLICABLE
AMOUNTS.
(B)
THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO THE LENDERS LIKE
AMOUNTS RELATING TO PAYMENTS MADE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
THE LENDERS AS FOLLOWS:
(I) IF THE PAYMENT IS RECEIVED BY 1:00 P.M., CHARLOTTE,
NORTH CAROLINA TIME, IN IMMEDIATELY AVAILABLE FUNDS, THE ADMINISTRATIVE AGENT
WILL MAKE AVAILABLE TO EACH RELEVANT LENDER