Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the Borrowers may: (i) elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the Interest Period applicable to any LIBOR Loan, the Borrowers shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan into a Base Rate Loan effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period and (ii) Borrower shall be one monthhave no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than 12:00 noon (Atlanta, Georgia timei) at least 10:00 a.m. pacific time three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any a Default or Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the Borrowers may:, upon irrevocable written notice to Lender in accordance with Section 1.6(b): (i) elect, as of any Business Day, in the case of Base Rate LoansRevolving Credit Advances based upon RBUSBR, to convert any Base Rate Loan such Revolving Credit Advance (or any part thereof in an amount not less than U.S.$1,000,000 or that is in an integral multiple of U.S.$100,000 in excess thereof) into a Revolving Credit Advance based upon the Term SOFR Rate or, as of any Business Day at the end of any Interest Period applicable thereto, in the case of Revolving Credit Advances based upon the Term SOFR Rate, to convert any such Revolving Credit Advance (or any part thereof) into a Revolving Credit Advance based upon RBUSBR; (ii) elect, as of any Business Day, in the case of Revolving Credit Advances based upon RBP, to convert any such Revolving Credit Advance (any part thereof in any amount not less than $1,000,000, 1,000,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR Loans; a Revolving Credit Advance based upon the CDOR Rate or, as of any Business Day at the end of any Interest Period applicable thereto, in the case of Revolving Credit Advances based upon the CDOR Rate, to convert any such Revolving Credit Advance (or any part thereof) into a Revolving Credit Advance based upon RBP; (iiiii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans Revolving Credit Advances based upon the Term SOFR Rate having Interest Periods expiring on such day (or any part thereof in an amount not less than U.S.$500,000 or that is in an integral multiple of U.S.$100,000 in excess thereof); and (iv) elect, as of the last day of the applicable Interest Period, to continue any Revolving Credit Advances based upon the CDOR Rate having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing Revolving Credit Advances based upon the Term SOFR Rate or the CDOR Rate, as applicable, is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0001,000,000 in the case of Revolving Credit Advances based upon the CDOR Rate or U.S.$1,000,000 in the case of Revolving Credit Advances based upon the Term SOFR Rate, such LIBOR Loans Revolving Credit Advances based upon the Term SOFR Rate or the CDOR Rate, as applicable, shall automatically convert (i) in the case of Revolving Credit Advances based upon the Term SOFR Rate into Base Rate Loans; provided further that if Revolving Credit Advances based upon RBUSBR and (ii) in the Notice case of Continuation/Conversion shall fail to specify Revolving Credit Advances based upon the duration of the Interest PeriodCDOR Rate, such Interest Period shall be one monthinto Revolving Credit Advances based upon RBP. (b) The Borrowers shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) in the form of Exhibit A to the Agent be received by Lender not later than 12:00 noon p.m. (Atlanta, Georgia Toronto time) at least three one (31) Business Day in advance of the Continuation/Conversion Date if the Revolving Credit Advances are to be converted into or continued as Revolving Credit Advances based upon the CDOR Rate and at least two (2) Business Days in advance of the Continuation/Conversion Date, Date if the Loans Revolving Credit Advances are to be converted into or continued as LIBOR Loans Revolving Credit Advances based upon the Term SOFR Rate and specifying: (i) otherwise by 12:00 p.m. on the proposed Continuation/Conversion Date; (ii) Date if the aggregate amount of Loans Revolving Credit Advances are to be converted into Revolving Credit Advances based upon RBP or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is receivedRBUSBR. (c) If upon by no later than two (2) Business Days prior to the expiration of the any Interest Period applicable to Revolving Credit Advances based upon the Term SOFR Rate or by not later than one (1) Business Day prior to the expiration of any LIBOR LoanInterest Period applicable to Revolving Credit Advances based upon the CDOR Rate, the Borrowers shall have failed to timely select deliver a new Notice of Continuation/Conversion to Lender in respect of such Interest Period to be applicable to such LIBOR Loan, Revolving Credit Advances based upon the Term SOFR Rate or at the election of the Required Lenders CDOR Rate or if any Default or Event of Default then exists, and/or if such Notice of Continuation/Conversion would apply to a Term SOFR Rate Advance after the date that is one month prior to the Commitment Termination Date, Borrowers shall be deemed to have elected to convert such LIBOR Loan Revolving Credit Advances based upon the Term SOFR Rate into a Base Revolving Credit Advances based upon RBUSBR or Revolving Credit Advances based upon the CDOR Rate Loan into Revolving Credit Advances based upon RBP, effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt During the existence of a Notice Default or Event of Continuation/Conversion. All conversions Default, Borrowers may not elect to have a Revolving Credit Advance converted or continued and continuations Revolving Credit Advances during such period shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lenderbased upon RBP or RBUSBR, as applicable. (e) There After giving effect to any conversion or continuation of Revolving Credit Advances, there may not be more than eight five (8) 5) different LIBOR Loans Interest Periods in effect hereunder at any timeunless consented to by Xxxxxx.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E hereto, to the Administrative Agent not later than 12:00 noon (Atlanta, Georgia timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 3:00 p.m. one Business Day prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued, and whether the Advances are Revolver Advances, Special Purpose Advances or Term Loan Advances; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an a larger integral multiple of $500,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans Interest Periods in effect hereunder at any timethe aggregate under the Facility.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an integral multiple of $500,000 1,000,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans -------- ------- Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E --------- hereto, to the Administrative Agent not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation and whether such continuation or conversion is a Revolver A Advance, a Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances -------- ------- comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit G --------- hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least p.m. central standard time three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 12:00 p.m. central standard time on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued, and whether the Advances are Revolver A Advances, Revolver B Advances or Working Line Advances; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances; (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000Advances; PROVIDED, or that is in an integral multiple of $500,000 in excess thereof); providedHOWEVER, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion (“Notice CONTINUATION"), in substantially the form of Continuation/Conversion”) EXHIBIT D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans -------- ------- Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E hereto, to the Agent Administrative Lender not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default Pursuant to a Continuation/Conversion Notice delivered to the Administrative Agent on or Event of Default existsbefore 11:00 a.m., Chicago time, the Borrowers may: (i) Borrower may elect, as of any from time to time on not less than three Business Days' notice (or not less than one Business Day, 's notice in the case of Base conversions to Floating Rate Loans): (a) that all, to convert any Base Rate Loan (or any part thereof portion in an a principal amount not less than of $1,000,000, 5,000,000 or that is in an a higher integral multiple of $500,000 in excess thereof) 500,000, of any Advance be converted from Floating Rate Loans into LIBOR Eurodollar Rate Loans (or, subject to SECTION 3.03, from Eurodollar Rate Loans into Floating Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.and (b) The Borrowers shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the Interest Period applicable to any LIBOR LoanEurodollar Rate Loans comprising all or part of any Advance, that all, or any portion in a principal amount of $5,000,000 or a higher integral multiple of $500,000, of the outstanding principal amount of such Advance be continued as Eurodollar Rate Loans or all or any portion in a minimum principal amount of $3,000,000 be converted into Floating Rate Loans; PROVIDED that: (i) no portion of the outstanding principal amount of any Advance may be continued as, or converted into, Eurodollar Rate Loans after any notice of Default is due or has been given pursuant to SECTION 6.01.06(A)(I) and the relevant Default is continuing; (ii) no portion of the outstanding principal amount of any Advance may be made or continued as, or converted into, Floating Rate Loans or Eurodollar Rate Loans unless, after giving effect to such action, the Borrowers principal amount of Loans of each type outstanding from each Bank then being so made, continued or converted shall be equal to such Bank's Percentage of the outstanding principal amount of the Advance then being so made, continued or converted; (iii) no portion of the outstanding principal amount of any Advance may be made or continued as, or converted into, Eurodollar Rate Loans or Floating Rate Loans if, after giving effect to such action, the 44 aggregate principal amount of any Eurodollar Rate Advance would be less than $5,000,000; (iv) the Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have failed to expiration dates falling on more than 10 different dates; and (v) absent the timely select selection of a new Interest Period to be applicable to for a then outstanding Eurodollar Rate Advance, such LIBOR LoanEurodollar Rate Advance shall, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan into a Base Rate Loan effective as of immediately upon the expiration date of such Interest Period. (d) , automatically and without further action be converted into a Floating Rate Advance. The Agent will promptly notify Borrower shall, in each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts Conversion Notice electing that all, or any portion, of the Loans with respect to which principal amount of Advances of any type be continued as, or be converted into, Eurodollar Rate Advances, select the notice was given held by each Lenderduration of the Interest Period commencing upon such continuation or conversion. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 50,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $500,000 100,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans -------- ------- Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,0005,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E --------- hereto, to the Administrative Agent not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation and whether such continuation or conversion is a Revolver Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten different Interest Periods. The Agent will promptly notify Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of its receipt (i) any failure to fulfill, on or before the date specified for a conversion or continuation of an Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that a Notice conversion or continuation of Continuation/Conversion. All conversions and continuations shall an Advance not be made ratably according to on the respective outstanding principal amounts of date specified in the Loans with respect to which the notice was given held by each LenderConversion or Continuation Notice. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an a larger integral multiple of $500,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; 100\269\91946 36 provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) different LIBOR Loans Interest Periods in effect hereunder at any time.the aggregate under the Facility and under the Revolving Credit Agreement. 100\269\91946 37

Continuation and Conversion Elections. (a) If no Default or Event Either Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances -------- ------- comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers applicable Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) --------- Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 12:00 noon on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, (i) the Borrowers applicable Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR LoanAdvances, the Interest Period shall be shall be three months, or at the election of the Required Lenders (ii) if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the The Borrowers may: (i) elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any such Base Rate Loan Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Lender Term Loans to convert any such Base Rate Lender Term Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the any Interest Period applicable to any LIBOR LoanRate Loans, the Borrowers shall have failed to select timely select a new Interest Period to be applicable to such LIBOR Loan, Rate Loans or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan Rate Loans into a Base Rate Loan Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight seven (8) 7) different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Revolving Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Revolving Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E hereto, to the Agent Administrative Lender not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Revolving Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Revolving Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Revolving Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an a larger integral multiple of $500,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; providedor (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; PROVIDED, HOWEVER, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion (“Notice CONTINUATION"), in substantially the form of Continuation/Conversion”) EXHIBIT E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Date; date of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewed; continued, and whether such Advances are under the Revolving Loan or the Revolver/Term Loan; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Lender may upon irrevocable written notice to Borrower and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electrequire the Borrower to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0001,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) require the Borrower to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electrequire the Borrower to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof)Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR 16 Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Lender shall deliver a notice of continuation/conversion (“a "Notice of Continuation/Conversion”) "), to the Agent Borrower not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion; (ii) the aggregate amount of Loans Advances to be converted or renewedconverted; (iii) the type nature of Loans resulting from the proposed conversion or continuationconversion; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the Interest Period applicable to any LIBOR Loan, the Borrowers shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan into a Base Rate Loan effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof)Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or -31- continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof)Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. -32- Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Revolving Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Revolving Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E hereto, to the Agent Administrative Lender not later than 12:00 noon (Atlanta, Georgia timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Revolving Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Revolving Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Revolving Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Revolving Advances or Term Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Revolving Advances or Term Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances or Term Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans -------- ------- Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E --------- hereto, to the Agent Administrative Lender not later than 12:00 noon (Atlanta, Georgia timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Revolving Advances or Term Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Revolving Advances or Term Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Revolving Advances or Term Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Borrower may upon irrevocable written notice to Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Prime Advances (in an aggregate amount not less than $1,000,000, 50,000 or that is in an integral multiple of $500,000 50,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 50,000 or that is in an integral multiple of $500,000 10,000 in excess thereof), into Prime Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,00050,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate LoansPrime Advances at the end of each respective Interest Period; provided further provided, further, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances outstanding under Facility B shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify the duration an amount less than $50,000, all outstanding principal of the Facility B Advance shall be due and payable at the end of each respective Interest Period and the Facility B Commitment shall terminate on the end of the last Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit J, to the Agent Lender not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Prime Advances. Each such Conversion or Continuation Notice shall be by telecopy or telex, promptly confirmed by letter, specifying therein: (i) the Note to which the proposed Continuation/Conversion Dateconversion or continuation relates; (ii) the aggregate amount proposed date of Loans to be converted conversion or renewedcontinuation; (iii) the type aggregate amount of Loans resulting from Advances to be converted or continued; (iv) the nature of the proposed conversion or continuation; and (ivv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Prime Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances; (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000Advances; PROVIDED, or that is in an integral multiple of $500,000 in excess thereof); providedHOWEVER, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion (“Notice CONTINUATION"), in substantially the form of Continuation/Conversion”) EXHIBIT D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lendergiven. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the The Borrowers may:, provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2(b)(4): (i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loan Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $500,000 1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $500,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit D (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower the Borrowers may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the any Interest Period applicable to any LIBOR LoanRate Loans, the Borrowers shall have failed to select timely select a new Interest Period to be applicable to such LIBOR LoanRate Loans, or at the election of the Agent or the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan Rate Loans into a Base Rate Loan Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) five different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances -------- ------- comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit D --------- hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least p.m. central standard time three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 12:00 p.m. central standard time on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000Advances; PROVIDED, or that is in an integral multiple of $500,000 in excess thereof); providedHOWEVER, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion (“Notice CONTINUATION"), in substantially the form of Continuation/Conversion”) EXHIBIT D hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lendergiven. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances under the Revolving Loan with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default FMC or Event of Default exists, the Borrowers FRC may: (i) elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any such Base Rate Loan Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Lender Term Loans to convert any such Base Rate Lender Term Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers FMC or FRC shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the any Interest Period applicable to any LIBOR LoanRate Loans, FMC or FRC, as the Borrowers shall have case may be, has failed to select timely select a new Interest Period to be applicable to such LIBOR Loan, Rate Loans or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers applicable Borrower(s) shall be deemed to have elected to convert such LIBOR Loan Rate Loans into a Base Rate Loan Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight seven (8) 7) different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an a larger integral multiple of $500,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as 0100.0269\91958 38 LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) different LIBOR Loans Interest Periods in effect hereunder at any timethe aggregate under the Facility and under the Revolver/Term Credit Agreement.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans -------- ------- Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit D --------- hereto, to the Administrative Agent not later than 12:00 noon (Atlanta, Georgia timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances (or any portion of either thereof) are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, (i) the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR LoanAdvances, the Interest Period shall be shall be three months, or at the election of the Required Lenders (ii) if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) seven different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event The Borrower may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan (all or any part thereof portion of outstanding Base Advances (in an aggregate amount not less than $1,000,000, 500,000 or that is in an integral multiple of $500,000 100,000 in excess thereof) into LIBOR LoansAdvances; or (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an integral multiple of $500,000 50,000 in excess thereof)) into Base Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“Notice a "Conversion or Continuation Notice"), in substantially the form of Continuation/Conversion”) Exhibit E hereto, to the Agent Administrative Lender not later than 12:00 noon 10:00 a.m. (Atlanta, Georgia timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof)Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewed;continued; -38- (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Lender may upon irrevocable written notice to Borrower and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electrequire the Borrower to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 250,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof) into LIBOR Loans; orAdvances; (ii) electrequire the Borrower to convert at the end of any Interest Period therefor, as all or any portion of outstanding LIBOR Advances comprised of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day same Borrowing (or any part thereof in an aggregate amount not less than $1,000,000, 100,000 or that is in an a larger integral multiple of $500,000 50,000 in excess thereof)) into Base Rate Advances; or (iii) require the Borrower to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000250,000, the LIBOR 16 Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Lender shall deliver a notice of continuation/conversion (“a "Notice of Continuation/Conversion”) "), to the Agent Borrower not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion; (ii) the aggregate amount of Loans Advances to be converted or renewedconverted; (iii) the type nature of Loans resulting from the proposed conversion or continuationconversion; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the Interest Period applicable to any LIBOR Loan, the Borrowers shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan into a Base Rate Loan effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event The Company may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 1,000,000 or that is in an a larger integral multiple of $500,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) five different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event Company may upon irrevocable written notice to Administrative Lender and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,0005,000,000 or a larger integral multiple of $1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or that is any portion of outstanding LIBOR Advances comprised of the same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of $500,000 in excess thereof) into LIBOR LoansBase Rate Advances; or (iiiii) electelect to continue, as at the end of the last day of the applicable any Interest PeriodPeriod therefor, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof)Advances; provided, however, that if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrowers Company shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Agent Administrative Lender not later than (i) 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Company shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any Default or an Event of Default shall then existshave occurred and be continuing, the Borrowers Company shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Lender shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) ten different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the Borrowers The Borrower may: : (i) elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loan Term Loans (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $500,000 1,000,000 in excess thereof) into LIBOR LIBORTerm SOFR Term Loans; or or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR LIBORTerm SOFR Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $500,000 1,000,000 in excess thereof); provided, provided that if at any time the aggregate amount of LIBOR LIBORTerm SOFR Term Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR LIBORTerm SOFR Term Loans shall automatically convert into Base Rate Term Loans; provided further provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month; provided, further, that no LIBORTerm SOFR Term Loan may be continued as such when any Default or Event of Default has occurred and is continuing and the Agent has or the Required Lenders have given notice to the Borrower that no such continuations may be made. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (each, a “Notice of Continuation/Conversion”) ), as applicable, to the Agent not later than 12:00 noon 1:00 p.m. (Atlanta, Georgia New York City time) at least three two (32) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Loans and specifying: : (i) the proposed Continuation/Conversion Date; ; (ii) the aggregate principal amount of Term Loans to be converted or renewedcontinued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the Interest Period applicable to any LIBOR Loan, the Borrowers shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan into a Base Rate Loan effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) different LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) If no Default or Event Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of Default exists, the Borrowers maythis Agreement: (i) electelect to convert, as of on any Business Day, in the case all or any portion of outstanding Base Rate Loans, to convert any Base Rate Loan Advances (or any part thereof in an aggregate amount not less than $1,000,000, 500,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof) into LIBOR Loans; orAdvances. (ii) electelect to convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (all or any part thereof portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000, 100,000 or that is in an a larger integral multiple of $500,000 100,000 in excess thereof)) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Loans Advances comprised in respect the same Borrowing shall have been reduced as a result of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be an amount less than $1,000,000500,000, the LIBOR Advances comprised in such LIBOR Loans Borrowing shall automatically convert into Base Rate Loans; provided further that if Advances at the Notice end of Continuation/Conversion shall fail to specify the duration of the each respective Interest Period, such Interest Period and (ii) Borrower shall be one monthhave no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrowers Borrower shall deliver a notice of continuation/conversion or continuation (“a "Notice of Conversion/Continuation/Conversion”) "), in substantially the form of Exhibit E hereto, to the Administrative Agent not later than 12:00 noon (Atlantai) 1:00 p.m. (New York, Georgia New York time) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Dateconversion or continuation, if the Loans Advances or any portion thereof are to be converted into or continued as LIBOR Loans Advances; and specifying(ii) not later than 1:00 p.m. (New York, New York time) on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate amount of Loans Advances to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If If, upon the expiration of the any Interest Period applicable to any LIBOR LoanAdvances, the Borrowers Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Loan, Advances or at the election of the Required Lenders if any a Default or Event of Default shall then existshave occurred and be continuing, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loan Advances into a Base Rate Loan Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than eight (8) six different LIBOR Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) If no Default or Event of Default exists, the The Borrowers may:, provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2(b)(4): (i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loan Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $500,000 1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $500,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit D (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower the Borrowers may give the Agent telephonic or electronic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic or electronic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If upon the expiration of the any Interest Period applicable to any LIBOR LoanRate Loans, the Borrowers shall have failed to select timely select a new Interest Period to be applicable to such LIBOR LoanRate Loans, or at the election of the Agent or the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Loan Rate Loans into a Base Rate Loan Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) five different LIBOR Rate Loans in effect hereunder at any time.