RATE LOANS THAT ARE SWINGLINE LOANS, AND (Z) NO CONVERSION OF BASE
RATE LOANS INTO LIBOR LOANS OR CONTINUATION OF LIBOR LOANS SHALL BE PERMITTED
DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT.
(B)
THE APPLICABLE BORROWER SHALL MAKE EACH SUCH ELECTION BY GIVING
THE ADMINISTRATIVE AGENT WRITTEN NOTICE NOT LATER THAN 11:00 A.M., CHARLOTTE
TIME, THE APPLICABLE NUMBER OF BUSINESS DAYS PRIOR TO THE INTENDED EFFECTIVE
DATE OF ANY CONVERSION OF BASE RATE LOANS INTO, OR CONTINUATION OF, LIBOR LOANS
AND 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 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.
53
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),