Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days’ Days prior to the proposed date of conversion or continuation. In addition, the Borrowers may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such electionelection not later than 11:00 a.m. (Charlotte, North Carolina time) on the date which is three Business Days prior to the requested date of conversion. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.7. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. 24 -109- All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.7(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election and elect from time to time to convert LIBOR Rate Loans to Base Rate Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension Conversion is attached as Schedule 2.92.3. If the date upon which an Alternate a Base Rate Loan is to be ------------ converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that (i) no a Revolving Loan may be -------- converted into a LIBOR Rate Loan when any Default or only if no Event of Default has occurred and is continuing and continuing, (ii) partial conversions into a LIBOR Rate Loan shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof and (iii) partial conversions into a Base Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $ 100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(asubsection 2.3(a); provided, that no a LIBOR -------- Rate Loan may be continued as such when any Default or only if no Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If Where the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the or where continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three (3) Business Days’ Days prior to the proposed date of conversion. In addition, the Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 1:00 P.M. one Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.5(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, the Tranche A Term Loan and the Tranche B Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9SCHEDULE 2.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); providedPROVIDED, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. ------------- If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan -------- when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such -------- when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions to LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, the Tranche A Term Loan and the Tranche B Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9SCHEDULE 2.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 400,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); providedPROVIDED, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such electionelection not later than 11:00 a.m. (Charlotte, North Carolina time) on the date which is three Business Days prior to the requested date of conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, 38 45 provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base LMI Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three two (2) Business Days’ prior irrevocable written notice of such electionelection not later than 11:00 A.M. (Philadelphia, Pennsylvania time). A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. Exhibit C. If the date upon which an Alternate Base LMI Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base LMI Rate Loan. All or any part of outstanding Alternate Base LMI Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.7(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base LMI Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to LMI Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount Dollar Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at least three not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Days’ Day prior irrevocable written notice to the date of such electionthe requested conversion (a "Notice of Conversion/Extension"). A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of (A) in the case of Revolving Loans $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof and (B) in the case of the Term Loan, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension (a “Notice of Conversion/Extension”) is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of (A) in the case of Alternate Base Rate Loans $500,000 or a whole multiple of $100,000 in excess thereof and (B) in the case of LIBOR Rate Loans, $1,000,000 or a whole multiple of $100,000 200,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert Alternate any outstanding Loan to a Loan of another Type, PROVIDED that (i) with respect to any such conversion of a Loan to a Base Rate Loans to LIBOR Rate LoansLoan, by giving the Administrative Borrowers shall give the Agent at least three two (2) Business Days’ ' prior irrevocable written notice of such election. A form ; (ii) with respect to any such conversion of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Eurodollar Rate Loan, the Borrowers shall give the Agent at least two (2) Eurodollar Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan is not into a Business DayLoan of another Type, then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of an the Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that with respect thereto and (iiv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, PROVIDED that any partial conversions conversion shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof (except that the foregoing limitation shall not be applicable to Base Rate Loans to the extent that the proceeds of $100,000 in excess thereofsuch borrowing are requested to be disbursed to the Borrowers' controlled disbursement account maintained with the Agent). Each Conversion Request relating to the conversion of a Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loans Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the notice provisions contained in Section 2.9(a/section/2.7(a); provided, PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan but shall be automatically converted to an Alternate a Base Rate Loan at on the end last day of the applicable first Interest Period with respect theretorelating thereto ending during the continuance of any Default or Event of Default of which officers of the Agent active upon the Borrowers' account have actual knowledge. If The Agent shall notify the Borrower shall fail Banks promptly when any such automatic conversion contemplated by this /section/2.7 is scheduled to give timely notice of an election occur. (c) Any conversion to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR or from Eurodollar Rate Loans shall be automatically continue as a one (1) month LIBOR in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loan at Loans having the end of the applicable same Interest Period with respect theretoshall not be less than $500,000 or a whole multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days’ Days prior to the proposed date of conversion or continuation. In addition, the Borrowers may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Company may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a2.7(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions (x) into LIBOR Rate Loans shall be in an aggregate principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) into Base Rate Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at least three not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Days’ Day prior irrevocable written notice to the date of such electionthe requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate RateSOFR Loans or to continue LIBOR RateSOFR Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days’ Days prior to the proposed date of conversion or continuation. In addition, the Borrower may elect from time to time to convert all or any portion of a LIBOR RateSOFR Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR RateSOFR Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR RateSOFR Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR RateSOFR Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate RateSOFR Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. All or any part of outstanding LIBOR RateSOFR Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate RateSOFR Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.8(a); provided, that no LIBOR Rate RateSOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail fails to give timely notice of an election to continue a LIBOR Rate RateSOFR Loan, and or the continuation of such LIBOR Rate RateSOFR Loans is not permitted hereunder, such LIBOR Rate RateSOFR Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Company may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at least three not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Days’ Day prior irrevocable written notice to the date of such electionthe requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.93.6. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a)subsection (a) above; provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which notice may be by fax) of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 in excess thereof, or in any amount less than $2,000,000 which may represent the aggregate principal amount of all outstanding LIBOR Rate Loans. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions of Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Each Borrower may may, in the case of Revolving Loans, SFG Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at least three not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Days’ Day prior irrevocable written notice to the date of such electionthe requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.12. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a2.12(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.is

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans or Index Rate Loans to LIBOR Rate Loans, Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at least three not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Days’ Day prior irrevocable written notice to the date of such electionthe requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.8. If the date upon which an Alternate Base Rate Loan or Index Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan or Index Rate Loan, as applicable. All or any part of outstanding Alternate Base Rate Loans or Index Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.8(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, ___ such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election and elect from time to time to convert LIBOR Rate Loans to Base Rate Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension Conversion is attached as Schedule 2.92.3. If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that (i) no a Revolving Loan may be converted into a LIBOR Rate Loan when any Default or only if no Event of Default has occurred and is continuing and continuing, (ii) partial conversions into a LIBOR Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (iii) partial conversions into a Base Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(asubsection 2.3(a); provided, that no a LIBOR Rate Loan may be continued as such when any Default or only if no Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If Where the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the or where continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Companies may elect from time to time to convert Alternate Base Rate Loans any outstanding Advance to an Advance of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate LoansAdvance into an Advance of another Type, by giving such conversion shall only be made on the Administrative Agent at least three Business Days’ prior irrevocable written notice last day of the Interest Period with respect thereto; (ii) with respect to any such election. A form conversion of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base a Prime Rate Loan is to be converted Advance to a LIBOR Rate Loan Advance, the Companies shall give the Lender at least three (3) Eurodollar Business Days' prior written notice of the day on which such election is not effective; and (iii) no Advance may be converted into a Business Day, then such conversion shall be made on LIBOR Rate Advance when the next succeeding Business Day and during Lender has declared the period from such last day existence of an Interest Period Event of Default hereunder. The Companies shall give to such succeeding Business Day such Loan shall bear interest as if it were the Lender telephonic notice (confirmed in writing by the Lender) of their decision to convert an Alternate Base Rate Loanoutstanding Advance to an Advance of another Type. All or any part of outstanding Alternate Base Rate Loans Advances of any Type may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions . Each Conversion Request shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereofirrevocable by the Companies. (b) Any LIBOR Rate Loans Advances of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance giving to the Lender telephonic notice (confirmed in writing by the Borrower with Lender) of the notice provisions contained in Section 2.9(a)Companies' decision to continue an outstanding Advance as such; provided, provided that no LIBOR Rate Loan Advance may be continued as such when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuinghereunder, in which case such Loan but shall be automatically converted to an Alternate Base a Prime Rate Loan Advance on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default. (c) In the event that the Companies do not notify the Lender of their election hereunder with respect to any Advance, such Advance shall be automatically converted to a Prime Rate Advance at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect theretoPeriod.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days’ Days prior to the proposed date of conversion or continuation. In addition, the Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 1:00 P.M. (New York time) one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 400,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan denominated in Dollars at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least (i) three Business Days’ prior irrevocable written notice of such electionelection for LIBOR Rate Loans denominated in Dollars and (ii) four Business Days’ prior irrevocable written notice of such election for LIBOR Rate Loans denominated in Canadian Dollars. A form of Notice of Conversion/ Extension is attached as Schedule 2.9Exhibit 1.1(e). If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions to LIBOR Rate Loans shall be in an aggregate principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 500,000 in excess thereof. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuingcontinuing (i) no LIBOR Rate Loan may be continued as such, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto and (ii) the Required Lenders may demand that any or all of the then outstanding LIBOR Rate Loans denominated in an Canadian Dollars be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto; provided, however that in the case of a failure to timely request a continuation of LIBOR Rate Loans denominated in Canadian Dollars, such Loans shall be continued as LIBOR Rate Loans in Canadian Dollars with an Interest Period of one (1) month.

Conversion Options. (a) The Borrower may Company may, in the case of Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR LIBO Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. The Agent shall give prompt written notice to each Bank of any notice received by the Agent from the Company pursuant to this Section 2.13. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9Exhibit 2.13. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR LIBO Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR LIBO Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR LIBO Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a2.13(a); provided, that no LIBOR LIBO Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR LIBO Rate Loan, and or the continuation of such LIBOR LIBO Rate Loans is not permitted hereunder, such LIBOR LIBO Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent Lender at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.4. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such portion of the Term Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Term Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.4(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such portion of the Term Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Each Borrower may may, in the case of Revolving Loans denominated in Dollars and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by giving delivering a Notice of Conversion/Continuation to the Administrative Agent at least three (3) Business Days’ Days prior to the proposed date of conversion or continuation. In addition, each Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 2:00 p.m. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of (x) $5,000,000 or a whole multiple of $1,000,000 in excess thereof. (bi) Each Revolving Loan denominated in Euros shall be a EURIBOR Rate Loan, and (ii) each Revolving Loan denominated in British Pounds Sterling or an Alternative Currency shall be a LIBOR Rate Loan, in each case, with an Interest Period as specified in the applicable Notice of Conversion/Continuation, as provided for in Section 2.9(c). Loans denominated in a Foreign Currency or an Additional Alternative Currency may not be converted to a different Type. (c) Any LIBOR Rate Eurocurrency Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case case, (i) any such Loan denominated in Dollars shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto, and (ii) any such loan denominated in a Foreign Currency shall be automatically converted into Loans with an Interest Period of one month at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Eurocurrency Loan, and or the continuation of such LIBOR Rate Eurocurrency Loans is not permitted hereunder, (i) any such LIBOR Rate Loans denominated in Dollars shall be automatically continue as converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto, and (ii) any such Loan denominated in a Foreign Currency or an Additional Alternative Currency shall be automatically converted into Loans with an Interest Period of one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9Exhibit 1.1(e). If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions to LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Company may, in the case of Domestic Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days’ Days prior to the proposed date of conversion or continuation. In addition, the Company may elect from time to time to convert all or any portion of a LIBOR Rate Loan denominated in Dollars to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Domestic Revolving Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan that is a Domestic Revolving Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. At any time any Default or Event of Default has occurred and is continuing, Foreign Currency Revolving Loans shall be automatically continued as LIBOR Rate Loans with a one month Interest Period at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans (A) to the extent denominated in Dollars, shall be automatically continue converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto and (B) to the extent denominated in Foreign Currencies, shall be automatically continued as LIBOR Rate Loans with a one (1) month LIBOR Rate Loan Interest Period at the end of the applicable Interest Period with respect thereto. (c) At the election of the Required Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Revolving Loans then outstanding shall be redenominated into Dollars on the last day of the then current Interest Periods of such Foreign Currency Revolving Loans, and such Dollar denominated Loans shall be Alternate Base Rate Loans; provided that in each case the Borrower shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender upon receipt of notice thereof by the Borrower from such Lender the amount of any such loss incurred by such Lender.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If In the event the Administrative Agent does not receive a request from the Borrower shall fail to give timely notice for an extension or conversion of an election to continue a any LIBOR Rate LoanLoan in accordance with this Section, then, so long as no Default or Event of Default has occurred and the continuation of such LIBOR Rate Loans is permitted hereundercontinuing, such LIBOR Rate Loans Loan shall be automatically continue continued as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect theretoapplicable thereto for an Interest Period of equal duration until the Borrower selects an alternate Interest Period or converts such Loans to Alternate Base Rate Loans. Each request for an extension or conversion of a Loan, and each deemed request for an extension or conversion of a LIBOR Rate Loan by virtue of the Administrative Agent not receiving a timely notice to continue such Loan, shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) through (g) of Section 4.2.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.12. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount Dollar Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a2.12(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto. (c) Unless otherwise agreed to by the Required Lenders, upon the occurrence and during the continuance of any Default or Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods of such Foreign Currency Loans; provided that in each case the Company shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender upon receipt of notice thereof by the Company from such Lender the amount of any such loss incurred by such Lender.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such electionelection not later than 11:00 a.m. (Charlotte, North Carolina time) on the date which is three Business Days prior to the requested date of conversion. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.7. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.7(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount Dollar Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto. (c) Unless otherwise agreed to by the Required Lenders, upon the occurrence and during the continuance of any Default or Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods of such Foreign Currency Loans; provided that in each case the Company shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender upon receipt of notice thereof by the Company from such Lender the amount of any such loss incurred by such Lender.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election. A election substantially in the form of Notice of Conversion/ Extension is the notice attached as Schedule 2.92.10 (the “Notice of Conversion/Extension”). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of (A) in the case of Revolving Loans, $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof and (B) in the case of the Term Loan, $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which ------------- an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan -------- may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, -------- that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9SCHEDULE 2.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 400,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); providedPROVIDED, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, on behalf of itself and the Canadian Borrower, in the case of Revolving Loans, and on its own behalf in the case of the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, Loans by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable written notice of such election. In addition, the Borrower may elect, on behalf of itself and the Canadian Borrower, from time to time to convert LIBOR Rate Loans to Alternate Base Rate Loans by giving the Administrative Agent irrevocable written notice by 11:00 A.M. one (1) Business Day prior to the proposed date of conversion. A form of Notice of Conversion/ Extension Conversion is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrower, on behalf of itself and the Canadian Borrower, with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Borrower, on behalf of itself and the Canadian Borrower, shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue continued as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans or the Term Loan (or portions of the Term Loan), elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension Conversion is attached as Schedule 2.92.4. If the date upon which an Alternate a Base Rate Loan ------------ is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan or Term Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that (i) no a Revolving Loan or Term Loan may be converted into a LIBOR Rate Loan when any Default or only if no Event of Default has occurred and is continuing and continuing, (ii) partial conversions into a LIBOR Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (iii) partial conversions into a Base Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.4(a); provided, that no a LIBOR Rate Loan may be continued as such when any Default or only if no Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If Where the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the or where continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of the Revolving Loans, the Tranche A Term Loan and the Tranche B Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such electionelection not later than 11:00 a.m. (Charlotte, North Carolina time) on the date which is three Business Days prior to the requested date of conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Company may, in the case of Revolving Loans, elect from time to time to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, by delivering a Notice of Conversion/Extension to the Agent at least three U.S. Government Securities Business Days’ prior to the proposed date of conversion or continuation. In addition, the Company may elect from time to time to convert Alternate all or any portion of a SOFR Loan to a Base Rate Loans to LIBOR Rate Loans, Loan by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9conversion. If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR SOFR Loan is not a U.S. Government Securities Business Day, then such conversion shall be made on the next succeeding U.S. Government Securities Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were a Base Rate Loan. SOFR Loans may only be converted to Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a SOFR Loan is to be converted to a Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate SOFR Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. All or any part of outstanding SOFR Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate SOFR Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a2.8(a); provided, that no LIBOR Rate SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR Rate SOFR Loan, and or the continuation of such LIBOR Rate SOFR Loans is not permitted hereunder, such LIBOR Rate SOFR Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of each Revolving and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. Exhibit F. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and continuing, (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof and (iii) no Loan may be converted into a LIBOR Rate Loan if such Loan is a Mandatory Borrowing or a Required Borrowing. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.19(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of each Revolving Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9. Exhibit E. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and continuing, (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof and (iii) no Loan may be converted into a LIBOR Rate Loan if such Loan is a Mandatory Borrowing or a Required Borrowing. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.17(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Company may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR LIBO Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. The Agent shall give prompt written notice to each Bank of any notice received by the Agent from the Company pursuant to this Section 2.13. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.9Exhibit 2.13. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR LIBO Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Revolving Loan may be converted into a LIBOR LIBO Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR LIBO Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the notice provisions contained in Section 2.9(a2.13(a); provided, that no LIBOR LIBO Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Company shall fail to give timely notice of an election to continue a LIBOR LIBO Rate Loan, and or the continuation of such LIBOR LIBO Rate Loans is not permitted hereunder, such LIBOR LIBO Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions to LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate any outstanding Loan to a Loan of another Type by delivering a Conversion Request to the Operations Agent, provided that (a) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loans to LIBOR Rate LoansLoan, by giving the Administrative Borrower shall give the Operations Agent at least three two (2) Business Days’ Days prior irrevocable written notice of such election. A form ; (b) with respect to any such conversion of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Rate Loan, the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan is not into a Business DayBase Rate Loan, then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of an the Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that with respect thereto and (id) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversions conversion shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loans Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a)2.02; provided, provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which case officers of the Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower fails to provide any such notice with respect to the continuation of any LIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to an Alternate a Base Rate Loan at on the end last day of the applicable first Interest Period with respect relating thereto. If The Operations Agent shall notify the Borrower shall fail Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to give timely notice of an election occur. (c) Any conversion to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such or from LIBOR Rate Loans shall be automatically continue as a one (1) month in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loan at Loans having the end of the applicable same Interest Period with respect theretoshall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans having different Interest Periods may be outstanding at any time.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent Lender at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount Dollar Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may Borrowers may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of (A) $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof with respect to U.S. Revolving Loans and Term Loans and (B) 350,000 or a whole multiple of $200,000 in excess thereof with respect to U.K. Revolving Loans. (b) Any LIBOR Rate Loans which are U.S. Revolving Loans or Term Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the notice provisions contained in Section 2.9(a2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower Borrowers shall fail to give timely notice of an election to continue a LIBOR Rate Loan which is a U.S. Revolving Loan or Term Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election and elect from time to time to convert LIBOR Rate Loans to Base Rate Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension Conversion is attached as Schedule 2.92.3. If the date upon which an Alternate a Base ------------ Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that -------- (i) no a Revolving Loan may be converted into a LIBOR Rate Loan when any Default or only if no Event of Default has occurred and is continuing and continuing, (ii) partial conversions into a LIBOR Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (iii) partial conversions into a Base Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(asubsection 2.3(a); provided, that no a LIBOR Rate Loan may be continued as such when any Default or only if no -------- Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If Where the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the or where continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9SCHEDULE 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); providedPROVIDED, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.92.10. If the date upon which ------------- an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan -------- may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no -------- LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Alternate Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9Exhibit 1.1(e). If the date upon which an Alternate a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate a Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions to LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR converted to Base Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and or the continuation of such LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) converted to Alternate Base three-month LIBOR Rate Loan Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written notice of such election. A form of Notice of Conversion/ Conversion/Extension is attached as Schedule 2.92.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If In the event the Administrative Agent does not receive a request from the Borrower shall fail to give timely notice for an extension or conversion of an election to continue a any LIBOR Rate LoanLoan in accordance with this Section, then, so long as no Default or Event of Default has occurred and the continuation of such LIBOR Rate Loans is permitted hereundercontinuing, such LIBOR Rate Loans Loan shall be automatically continue continued as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect theretoapplicable thereto for an Interest Period of equal duration until the Borrower selects an alternate Interest Period or converts such Loans to Alternate Base Rate Loans. Each request for an extension or conversion of a Loan, and each deemed request for an extension or conversion of a LIBOR Rate Loan by virtue of the Administrative Agent not receiving a timely notice to continue such Loan, shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) through (g) of Section 4.2.