BASE RATE LOANS INTO, OR
CONTINUATION OF, LIBOR LOANS AND ONE (1) BUSINESS DAY PRIOR TO THE INTENDED
49
EFFECTIVE DATE OF ANY CONVERSION OF LIBOR LOANS INTO BASE RATE LOANS.
EACH SUCH
NOTICE (EACH, A "NOTICE OF CONVERSION/CONTINUATION") SHALL BE IRREVOCABLE, SHALL
BE GIVEN IN THE FORM OF EXHIBIT B-3 AND SHALL SPECIFY (W) THE DATE OF SUCH
CONVERSION OR CONTINUATION (WHICH SHALL BE A BUSINESS DAY), (X) IN THE CASE OF A
CONVERSION INTO, OR A CONTINUATION OF, LIBOR LOANS, THE INTEREST PERIOD TO BE
APPLICABLE THERETO, (Y) IN THE CASE OF A CONTINUATION OF FOREIGN CURRENCY
REVOLVING LOANS, THE APPLICABLE FOREIGN CURRENCY, AND (Z) THE AGGREGATE AMOUNT,
CLASS AND TYPE OF THE LOANS BEING CONVERTED OR CONTINUED.
UPON THE RECEIPT OF A
NOTICE OF CONVERSION/CONTINUATION, THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY
EACH APPLICABLE LENDER OF THE PROPOSED CONVERSION OR CONTINUATION.
IN THE EVENT
THAT THE APPLICABLE BORROWER SHALL FAIL TO DELIVER A NOTICE OF
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 APPLICABLE 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 SUCH BORROWER SHALL BE DEEMED TO HAVE SELECTED AN INTEREST
PERIOD WITH A DURATION OF ONE MONTH.
(C)
AT THE ELECTION OF THE REQUIRED REVOLVING
CREDIT LENDERS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, ALL FOREIGN CURRENCY LOANS THEN OUTSTANDING SHALL BE REDENOMINATED INTO
DOLLARS (BASED ON THE DOLLAR AMOUNT OF SUCH FOREIGN CURRENCY LOANS ON THE DATE
OF REDENOMINATION) ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIODS
THEREFOR, PROVIDED THAT IN EACH CASE THE BORROWERS SHALL BE LIABLE FOR ANY
CURRENCY EXCHANGE LOSS RELATED TO SUCH PAYMENTS AND SHALL PROMPTLY PAY TO EACH
LENDER, UPON RECEIPT OF NOTICE THEREOF FROM SUCH LENDER TO THE COMPANY, THE
AMOUNT OF ANY SUCH LOSS INCURRED BY SUCH LENDER.
2.12
METHOD OF PAYMENTS; COMPUTATIONS.
(A)
ALL PAYMENTS BY THE BORROWERS HEREUNDER
SHALL BE MADE WITHOUT SETOFF, COUNTERCLAIM OR OTHER DEFENSE 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), (I) IN THE CASE OF PAYMENTS OF PRINCIPAL
AND INTEREST WITH RESPECT TO ANY DOLLAR LOAN AND ALL PAYMENTS OF FEES, EXPENSES
AND ANY OTHER AMOUNTS DUE HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT (EXCEPT
AS SET FORTH IN CLAUSE (II) BELOW WITH RESPECT TO AMOUNTS DENOMINATED IN A
FOREIGN CURRENCY), IN DOLLARS TO THE ADMINISTRATIVE AGENT AT THE APPLICABLE
PAYMENT OFFICE, PRIOR TO 12:00 NOON, CHARLOTTE TIME, ON THE DATE PAYMENT IS DUE,