THIS AGREEMENT, IF (X) ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL FOR A LENDER TO
MAKE OR MAINTAIN A LIBOR LOAN OR TO GIVE EFFECT TO ITS OBLIGATIONS AS
CONTEMPLATED HEREBY WITH RESPECT TO A LIBOR LOAN OR (Y) AT ANY TIME ANY LENDER
DETERMINES THAT THE MAKING OR CONTINUANCE OF ANY OF ITS LIBOR LOANS HAS BECOME
IMPRACTICABLE AS A RESULT OF A CONTINGENCY OCCURRING AFTER THE DATE HEREOF WHICH
ADVERSELY AFFECTS THE LONDON INTERBANK MARKET OR THE POSITION OF SUCH LENDER IN
THE LONDON INTERBANK MARKET, THEN, BY WRITTEN NOTICE TO THE BORROWERS, SUCH
LENDER MAY (I) DECLARE THAT LIBOR LOANS WILL NOT THEREAFTER BE MADE BY SUCH
LENDER HEREUNDER, WHEREUPON ANY REQUEST BY THE BORROWERS FOR A LIBOR BORROWING
SHALL, AS TO SUCH LENDER ONLY, BE DEEMED A REQUEST FOR A BASE RATE LOAN UNLESS
SUCH DECLARATION SHALL BE SUBSEQUENTLY WITHDRAWN; AND (II) REQUIRE THAT ALL
OUTSTANDING LIBOR LOANS MADE BY IT BE CONVERTED TO BASE RATE LOANS, IN WHICH
EVENT ALL SUCH LIBOR LOANS SHALL BE AUTOMATICALLY CONVERTED TO BASE RATE LOANS
AS OF THE EFFECTIVE DATE OF SUCH NOTICE AS PROVIDED IN PARAGRAPH (B) BELOW.
IN
THE EVENT ANY LENDER SHALL EXERCISE ITS RIGHTS UNDER CLAUSE (I) OR (II) OF THIS
PARAGRAPH (A), ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE
HAVE BEEN APPLIED TO REPAY THE LIBOR LOANS THAT WOULD HAVE BEEN MADE BY SUCH
LENDER OR THE CONVERTED LIBOR LOANS OF SUCH LENDER SHALL INSTEAD BE APPLIED TO
REPAY THE BASE RATE LOANS MADE BY SUCH LENDER IN LIEU OF, OR RESULTING FROM THE
CONVERSION OF, SUCH LIBOR LOANS.
(B)
FOR PURPOSES OF THIS SECTION 2.24, A NOTICE TO THE BORROWERS BY
ANY LENDER PURSUANT TO PARAGRAPH (A) ABOVE SHALL BE EFFECTIVE, IF LAWFUL, AND IF
ANY LIBOR LOANS SHALL THEN
57
BE OUTSTANDING, ON THE LAST DAY OF THE THEN-CURRENT INTEREST PERIOD; AND
OTHERWISE SUCH NOTICE SHALL BE EFFECTIVE ON THE DATE OF RECEIPT BY THE
BORROWERS.
SECTION 2.25
Payments; Sharing of Setoff.
(A)
THE BORROWERS SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY IT
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (WHETHER OF PRINCIPAL, INTEREST, FEES
OR REIMBURSEMENT OF DRAWINGS UNDER LETTERS OF CREDIT, OR OF AMOUNTS PAYABLE
UNDER SECTION 2.19(B), SECTION 2.23 OR SECTION 2.26, OR OTHERWISE) PRIOR TO
12:00 NOON ON THE DATE WHEN DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SETOFF
OR COUNTERCLAIM.
ANY AMOUNTS RECEIVED AFTER SUCH TIME ON ANY DATE MAY, IN THE
DISCRETION OF THE ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN RECEIVED ON THE
NEXT SUCCEEDING BUSINESS DAY FOR PURPOSES OF CALCULATING INTEREST THEREON.
ALL
SUCH PAYMENTS SHALL BE MADE TO THE ADMINISTRATIVE AGENT AT ITS OFFICES AT
100 FEDERAL STREET, BOSTON, MASSACHUSETTS, EXCEPT PAYMENTS TO BE MADE DIRECTLY
TO THE APPLICABLE ISSUING BANK OR SWINGLINE LENDER AS EXPRESSLY PROVIDED HEREIN
AND EXCEPT THAT PAYMENTS PURSUANT TO SECTION 2.19(B), SECTION 2.23, SECTION 2.26
AND SECTION 9.3 SHALL BE MADE DIRECTLY TO THE PERSONS ENTITLED THERETO AND
PAYMENTS PURSUANT TO OTHER LOAN