Common use of Conversions and Continuations Clause in Contracts

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are converted into Base Rate Loans other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (t) Borrowings of a Class may only be continued as or converted into a Borrowing of the same Class, (u) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (v) any such continuation a Borrowing of LIBOR Loans that are denominated in a Foreign Currency Revolving Loans for an additional Interest Period shall may not be in the same Foreign Currencyconverted to a Borrowing of a different Type, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.15(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.17 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 11:00 a.m., Charlotte Charlotte, North Carolina time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans intointo LIBOR Loans, or any continuation of, of LIBOR Loans denominated in Dollars, (ii) not later than 10:00 a.m., Charlotte, North Carolina time, four (4) Business Days prior to the intended effective date of any continuation of LIBOR Loans denominated in a Foreign Currency, and (iii) not later than 11:00 a.m., Charlotte, North Carolina time, one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class Class, Currency and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans denominated in Dollars shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof)) and LIBOR Loans denominated in a Foreign Currency shall be repaid upon the expiration of the then current Interest Period applicable thereto pursuant to the terms hereof. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Any Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any of its Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar of its LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any of its LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period; provided that, provided that in each case, (u) a Borrowing denominated in one Currency may not be continued as, or converted into, a Borrowing denominated in a different Currency; (v) any such continuation a Borrowing of LIBOR Loans that are denominated in a Foreign Currency Revolving Loans for an additional Interest Period shall may not be in the same Foreign Currency, converted into a Borrowing of a different Type; (w) (1) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or1,000,000 and, if greater, an integral multiple of $100,000 500,000 in excess thereof; , (2) any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 orand, if greater, an integral multiple of $500,000 in excess thereof; and (3) no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, ; (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will shall pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, ); (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, ; and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable A Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.12:00 p.m., Charlotte time, the Applicable Number of (i) three Business Days prior to the intended effective date of any conversion of Base Rate Loans intointo LIBOR Loans or continuation of LIBOR Loans denominated in Dollars, (ii) four Business Days prior to the intended effective date of any continuation of LIBOR Loans denominated in a Foreign Currency, or continuation of, LIBOR Loans and one (1iii) two Business Day Days prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class Currency and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will shall promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable If any Borrower shall fail to deliver a timely Notice of Conversion/Continuation as provided herein (1) with respect to any of its outstanding LIBOR LoansLoans denominated in Dollars, then such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof)) or (2) with respect to any of its outstanding LIBOR Loans denominated in a Foreign Currency, then such LIBOR Loans shall be automatically continued as LIBOR Loans denominated in such Foreign Currency with an Interest Period of one month upon the expiration of the then current Interest Period applicable thereto. In the event the applicable If a Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Each Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassSOFR Loans, or to convert any Dollar LIBOR SOFR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR SOFR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR SOFR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, LIBOR SOFR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR SOFR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR SOFR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any LIBOR Loans are a SOFR Loan is converted into a Base Rate Loans Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.19 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Swingline Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR SOFR Loans or continuation of LIBOR SOFR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of a.m. three (3) U.S. Government Securities Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR SOFR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR SOFR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR SOFR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower Borrowers shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR SOFR Loans, such LIBOR SOFR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR SOFR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereofthereof (or, in the case of the Sterling Facilities, (pound)1,000,000 or, if greater, an integral multiple of (pound)500,000, respectively); any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereofthereof (or, in the case of the Sterling Facilities, (pound)3,000,000 and (pound)1,000,000, respectively); and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereofthereof (or, in the case of the Sterling Facilities, (pound)3,000,000 and (pound)1,000,000, respectively), (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (zy) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte timeLocal Time, the Applicable Number of Business Days (based on the Type of Loan continued or into which the Loan will be converted) prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2, including in the case of a conversion or continuation of any Revolving Loans a duly completed Revolving Commitment Worksheet attached thereto, and shall specify (v) the amount of the Total Unutilized Revolving Credit Commitment as of the intended effective date, (w) the date of such conversion or continuation (which shall be a Business Day), (x) the Applicable Currency in which such Loans shall be denominated, (y) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment for Loans of the relevant Class (or having outstanding Loans of the relevant Class) of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to Each Borrower may elect (i) to convert all or a portion of the outstanding principal amount of any of its Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar of its LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any of its LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate be in a principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, of LIBOR Loans shall involve an aggregate be in a principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.15(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable respective Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.17 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Each Borrower shall make each such election by giving must give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Tranche 1 Lender of the proposed conversion or continuation. In the event that the applicable any Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable that any Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the specify an Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower Borrowers will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower Borrowers shall make each such election by giving the Administrative Agent written notice from the Administrative Borrower not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower Borrowers shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower Borrowers shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower the Borrowers shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Amendment Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate ABR Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassABR Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate ABR Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate ABR Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; , and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(D), LIBOR Loans are may be converted into Base Rate ABR Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into an ABR Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate ABR Loans that are Swingline Loans, and (z) no conversion of Base Rate ABR Loans into LIBOR Loans or continuation of LIBOR Loans upon the expiration of the Interest Period therefor shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate ABR Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate ABR Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT D and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Revolving Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate ABR Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.17(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.19 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers applicable Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (t) Borrowings of a Class may only be continued as or converted into a Borrowing of the same Class, (u) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (v) any such continuation a Borrowing of LIBOR Loans that are denominated in a Foreign Currency Revolving Loans for an additional Interest Period shall may not be in the same Foreign Currencyconverted to a Borrowing of a different Type, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable such Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable A Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 11:00 a.m.12:00 noon, Charlotte Charlotte, North Carolina time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans intointo LIBOR Loans, or any continuation of, of LIBOR Loans denominated in Dollars, (ii) not later than 12:00 noon, Charlotte, North Carolina time, four (4) Business Days prior to the intended effective date of any continuation of LIBOR Loans denominated in a Foreign Currency, and (iii) not later than 12:00 noon, Charlotte, North Carolina time, one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class Class, Currency and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable a Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans denominated in Dollars shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof)) and LIBOR Loans denominated in a Foreign Currency shall be repaid upon the expiration of the then current Interest Period applicable thereto pursuant to the terms hereof. In the event the applicable a Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 (A) in excess thereof; any such conversion the case of Base Rate Loans intoLoans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 2,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; thereof and no partial conversion (B) in the case of LIBOR Loans made pursuant to a single Borrowing shall reduce Committed Loans, $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof) of the outstanding principal amount of any such Committed Loans of one Type made pursuant to one or more Borrowings (and, in the case of LIBOR Committed Loans, having the same Interest Period) into a Borrowing or Borrowings of Committed Loans of the other Type, or (z) to less than $1,000,000 continue all (or a portion, subject to any greater the restrictions as to amount not an integral multiple set forth in clause (B) of $500,000 the parenthetical in excess thereof, clause (xy) if above) of the outstanding principal amount of any LIBOR Committed Loans are made pursuant to one or more Borrowings (having the same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in SECTION 2.13(D), LIBOR Committed Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Committed Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.15 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Committed Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Committed Loans made pursuant to a single Borrowing (and thereby continued) to less than $3,000,000, such remaining LIBOR Committed Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Committed Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Committed Loans or continuation of LIBOR Committed Loans shall be permitted during the continuance of a Default or an Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans than is permitted under SECTION 2.2(A)(IV). (b) The applicable Borrower shall make each such election by giving the Administrative Agent delivering written notice not later than 11:00 to the Agent prior to 9:00 a.m., Charlotte time, the Applicable Number of at least two (2) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Committed Loans and one (1) on the same Business Day prior to the intended effective date of any conversion of LIBOR Committed Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Committed Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class amount and Type of the Committed Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Committed Loans, such LIBOR Committed Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than (A) in the case of a conversion to Base Rate Loans, $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such thereof and (B) in the case of a conversion of Base Rate Loans intoto LIBOR Loans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion ) of the outstanding principal amount of any Loans of one Type made pursuant to one or more Borrowings under any Facility (and, in the case of LIBOR Loans, having the same Interest Period) into a Borrowing or Borrowings of Loans (under the same Facility) of the other Type, or (z) to continue all (or a portion, subject to the restrictions as to amount set forth in clause (B) of the parenthetical in clause (y) above) of the outstanding principal amount of any LIBOR Loans made pursuant to a single Borrowing shall reduce one or more Borrowings under any Facility (and having the outstanding principal amount of such same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in Section 2.11(d), LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is convened into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.13 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Loans made pursuant to a single Borrowing (and thereby continued) to less than $1,000,000, such remaining LIBOR Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans under either Facility than is permitted under Section 2.2(a)(iv). (b) The applicable Borrower shall make each such election by giving delivering written notice to the Administrative Agent written notice not later than prior to 11:00 a.m., Charlotte Nashville, Tennessee local time, the Applicable Number of at least three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to 11:00 a.m., Nashville, Tennessee local time on the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class Type and Type Facility of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment under the Facility pursuant to which such conversion or continuation is elected of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassSOFR Loans, or to convert any Dollar LIBOR SOFR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR SOFR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, ; provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR SOFR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, LIBOR SOFR Loans shall involve an aggregate principal amount of not less than $1,000,000 500,000 or, if greater, an integral multiple of $500,000 100,000 in excess thereof; and no partial conversion of LIBOR SOFR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR SOFR Loans to less than $1,000,000 500,000 or to any greater amount not an integral multiple of $500,000 100,000 in excess thereof, (xy) if any LIBOR Loans are a SOFR Loan is converted into a Base Rate Loans Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR SOFR Loans or continuation of LIBOR SOFR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of 12:00 p.m. three (3) U.S. Government Securities Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR SOFR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR SOFR Loans into Base Rate Loans, unless such notice requirement is shortened by the Administrative Agent. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR SOFR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR SOFR Loans, such LIBOR SOFR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof); provided, that the Borrower may direct the Administrative Agent in the Notice of Borrowing to continue SOFR Loans as successive Interest Periods of the same duration until the Borrower shall give the Administrative Agent written notice at least three (3) U.S. Government Securities Business Days prior to the end of an Interest Period in the form of Exhibit B-2 that, as of the end of such Interest Period, the SOFR Loans shall convert into Base Rate Loans or shall be continued as SOFR Loans having an Interest Period as so notified. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR SOFR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers With respect to Revolving Loans, the Borrower shall have the rightoption to, on subject to the notice requirements and minimum amounts set forth herein, (a) convert at any time following the third U.S. Government Securities Business Day occurring on or after the Closing Date, to elect (i) to convert Restatement Effective Date all or a any portion of the any outstanding principal amount of any Base Rate Loans of any Class (other than Swingline Loans) into LIBOR one or more SOFR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or and (iib) upon the expiration of any Interest PeriodPeriod therefor, to continue (i) convert all or a portion of the outstanding principal amount any part of any LIBOR outstanding SOFR Loans of into Base Rate Loans (other than Swingline Loans) or (ii) continue any Class the Interest Periods for which end on the same day for an additional Interest Periodsuch SOFR Loans as SOFR Loans, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR SOFR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR SOFR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR SOFR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR except as otherwise provided in Section 2.16 or 2.17, SOFR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a SOFR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.19 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR SOFR Loans or continuation of LIBOR SOFR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) U.S. Government Securities Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR SOFR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR SOFR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR SOFR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR SOFR Loans, such LIBOR SOFR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR SOFR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 (A) in excess thereof; any such conversion the case of Base Rate Loans intoLoans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 2,000,000 or, if greater, an integral multiple of $500,000 in excess thereof and (B) in the case of LIBOR Loans, $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; and no partial conversion ) of the outstanding principal amount of any Loans of one Type made pursuant to one or more Borrowings (and, in the case of LIBOR Loans, having the same Interest Period) into a Borrowing or Borrowings of Loans of the other Type, or (z) to continue all (or a portion, subject to the restrictions as to amount set forth in clause (B) of the parenthetical in clause (y) above) of the outstanding principal amount of any LIBOR Loans made pursuant to a single Borrowing shall reduce one or more Borrowings (having the outstanding principal amount of such same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in SECTION 2.11(D), LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.13 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Loans made pursuant to a single Borrowing (and thereby continued) to less than $3,000,000, such remaining LIBOR Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or an Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans than is permitted under SECTION 2.2(A)(IV). (b) The applicable Borrower shall make each such election by giving the Administrative Agent delivering written notice not later than to the Agent prior to 11:00 a.m., Charlotte time, the Applicable Number of at least three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and at least one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers applicable Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.15(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable such Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.17 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (zy) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable A Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable any Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable that any Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing DateJune 6, 2006, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, thereof and (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) on the same Business Day prior to as the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, ; provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have ----------------------------- the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall -------- involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.1:00 p.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to on the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on having the same day Interest Period into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on having the same day Interest Period for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans or continuation shall involve an aggregate principal amount of Loans of not less than $500,000 5,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.14(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.16 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent delivering oral or written notice not later than (by telecopier or otherwise) to the Agent prior to 11:00 a.m., Charlotte time, the Applicable Number of at least three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and at least one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 (or, if oral notice is given, shall be promptly followed, by telecopier or otherwise, with a writing in the form of Exhibit B-2) and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify the Agent and each applicable Lender of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in such notice. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers With respect to Revolving Loans, the Borrower shall have the right, on any Business Day occurring on or after the Closing Restatement Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.19 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.. 12581222v10 24740.00017

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Class, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 (or, in the case of any Base Rate Loan denominated in any Alternate Currency, the equivalent of $500,000 denominated in such Alternate Currency) or, if greater, an integral multiple of $100,000 500,000 (or, in the case of any Base Rate Loan denominated in any Alternate Currency, the equivalent of $500,000 denominated in such Alternate Currency) in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 (or, in the case of any LIBOR Loan denominated in any Alternate Currency, the equivalent of $1,000,000 denominated in such Alternate Currency) or, if greater, an integral multiple of $500,000 (or, in the case of any LIBOR Loan denominated in any Alternate Currency, the equivalent of $500,000 denominated in such Alternate Currency) in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 (or, in the case of any LIBOR Loan denominated in any Alternate Currency, the equivalent of $1,000,000 denominated in such Alternate Currency) or to any greater amount not an integral multiple of $500,000 (or, in the case of any LIBOR Loan denominated in any Alternate Currency, the equivalent of $500,000 denominated in such Alternate Currency) in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans other than only on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, Loans and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or an Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.12:00 p.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any such conversion or continuation (or in the case of a conversion of any Loan into a Base Rate Loans intoLoan, or continuation of, LIBOR Loans and one (1) Business Day prior to on the intended effective date of any conversion of LIBOR Loans into Base Rate Loanssuch conversion). Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the currency and aggregate principal amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment for Loans (or outstanding Loans) of the relevant Class of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon continued at the expiration end of the then current its Interest Period applicable thereto (unless repaid pursuant to the terms hereof)as a LIBOR Loan with an Interest Period of one month. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one monththree months. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the ----------------------------- right, on any Business Day occurring on or after the third (3rd) Business Day after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (vx) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such -------- conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.14(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.16 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the ----------------------------- right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate ABR Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassABR Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any -------- such conversion of LIBOR Loans into Base Rate ABR Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate ABR Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(d), LIBOR Loans are may be converted into Base Rate ABR Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into an ABR Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate ABR Loans that are Swingline Loans, and (z) no conversion of Base Rate ABR Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than (A) in the case of Base Rate Loans, $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion thereof and (B) in the case of Base Rate Loans intoLIBOR Loans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion ) of the outstanding principal amount of any Loans of one Type made pursuant to one or more Borrowings under any Facility (and, in the case of LIBOR Loans, having the same Interest Period) into a Borrowing or Borrowings of Loans (under the same Facility) of the other Type, or (z) to continue all (or a portion, subject to the restrictions as to amount set forth in clause (B) of the parenthetical in clause (y) above) of the outstanding principal amount of any LIBOR Loans made pursuant to a single Borrowing shall reduce one or more Borrowings under any Facility (and having the outstanding principal amount of such same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in Section 2.11(d), LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.13 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Loans made pursuant to a single Borrowing (and thereby continued) to less than $3,000,000 and, if greater, an integral multiple of $1,000,000 in excess thereof, such remaining LIBOR Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance existence of a Default or Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans under either Facility than is permitted under Section 2.2(a)(vi). (b) The applicable Borrower shall make each such election by giving the Administrative Agent delivering written notice not later than to the Agent prior to 11:00 a.m., Charlotte time, the Applicable Number of at least three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and at least one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment under the Facility pursuant to which such conversion or continuation is elected of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Conversion/ Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the ----------------------------- right, on any Business Day occurring (a) with respect to Facility A Loans, on or after the Closing Amendment Effective Date, and (b) with respect to Facility B Loans, on or after the third (3rd) Business Day after the Amendment Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any either Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any either Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any either Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate -------- Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in SECTION 2.14(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.16 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than (A) in the case of Base Rate Loans, $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion thereof and (B) in the case of Base Rate Loans intoLIBOR Loans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion ) of the outstanding principal amount of any Loans of one Type made pursuant to one or more Borrowings under any Facility (and, in the case of LIBOR Loans, having the same Interest Period) into a Borrowing or Borrowings of Loans (under the same Facility) of the other Type, or (z) to continue all (or a portion, subject to the restrictions as to amount set forth in clause (B) of the parenthetical in clause (y) above) of the outstanding principal amount of any LIBOR Loans made pursuant to a single Borrowing shall reduce one or more Borrowings under any Facility (and having the outstanding principal amount of such same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in Section 2.11(d), LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are may be converted into Base Rate Loans or continued as new LIBOR Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.13 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Loans made pursuant to a single Borrowing (and thereby continued) to less than $3,000,000 and, if greater, an integral multiple of $1,000,000 in excess thereof, such remaining LIBOR Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance existence of a Default or Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans under either Facility than is permitted under Section 2.2(a)(vi). (b) The applicable Borrower shall make each such election by giving the Administrative Agent delivering written notice not later than to the Agent prior to 11:00 a.m., Charlotte time, the Applicable Number of at least three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and at least one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment under the Facility pursuant to which such conversion or continuation is elected of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Restatement Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, (A) to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that or (vB) to continue all or a portion of the outstanding principal amount of any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans in any Foreign Currency, the Interest Periods for which end on the same day, for an additional Interest Period shall be as Foreign Currency Revolving Loans in the same Foreign Currency, provided that (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans Loans, or continuation of Foreign Currency Revolving Loans, shall involve an aggregate principal amount Dollar Amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Restatement Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.12(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.14 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (zy) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.1:00 p.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in SECTION 2.15(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.17 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent Lender written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR SOFR Loans of the same Class, or to convert any Dollar LIBOR SOFR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR SOFR Loans of any Class Class, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR SOFR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 (or, if less, the aggregate outstanding amount of such SOFR Loan) and, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR SOFR Loans shall involve an aggregate principal amount of not less than $1,000,000 (or, if less, the aggregate outstanding amount of such Base Rate Loan) or, if greater, an integral multiple of $500,000 in excess thereof; thereof (or, if such excess amount is less than $500,000, the remainder of such excess amount) and no partial conversion of LIBOR SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR SOFR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereofthereof (or, if such excess amount is less than $500,000, the remainder of such excess amount), (x) if any LIBOR except as otherwise provided in Section 2.16, SOFR Loans are may be converted into Base Rate Loans other than and only on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, Loans and (z) no conversion of Base Rate Loans into LIBOR SOFR Loans or continuation of LIBOR SOFR Loans shall be permitted during the continuance of a Default or an Event of Default. (b) . The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.2:00 p.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any such conversion or continuation (or in the case of a conversion of any Loan into a Base Rate Loans intoLoan, or continuation of, LIBOR Loans and one (1) Business Day prior to on the intended effective date of any conversion of LIBOR Loans into Base Rate Loanssuch conversion). Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR SOFR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate principal amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment for Loans (or outstanding Loans) of the relevant Class of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR SOFR Loans, such LIBOR SOFR Loans shall automatically be converted to Base Rate Loans upon continued at the expiration end of the then current its Interest Period applicable thereto (unless repaid pursuant to the terms hereof)as a SOFR Loan with an Interest Period of one month. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR SOFR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one monththree months. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate -------- Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.12:00 p.m. noon (Charlotte, Charlotte North Carolina time, the Applicable Number of ) three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) on the same Business Day prior to as the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers With respect to Loans not constituting Swingline Loans made pursuant to the Sweep Program, the Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class (other than Swingline Loans made after the Sweep Program has been terminated) into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or an Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte timeLocal Time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, (A) to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Class, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that or (vB) to continue all or a portion of the outstanding principal amount of any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans in any Foreign Currency, the Interest Periods for which end on the same day, for an additional Interest Period shall be as Foreign Currency Revolving Loans in the same Foreign Currency, provided that (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans Loans, or continuation of Foreign Currency Revolving Loans, shall involve an aggregate principal amount Dollar Amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Fixed Rate Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loanscontinuation. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Fixed Rate Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment for Loans (or outstanding Loans) of the relevant Class of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Fixed Rate Loans, such LIBOR Fixed Rate Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof), and if such Fixed Rate Loans were Foreign Currency Revolving Loans, any such Base Rate Loans shall be in an aggregate principal amount equal to the aggregate principal Dollar Amount of such Fixed Rate Loans. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Fixed Rate Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert all or any Dollar portion of LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 5.9(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 5.11 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, of LIBOR Loans and one (1) on the same Business Day prior to the intended effective date of for any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (w) the Term Loan B Segment or Revolving Loans subject to such election, (x) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers With respect to Loans not constituting Swingline Loans made pursuant to the Sweep Program, the Borrower shall have the right, on any Business Day occurring on or after the Closing Restatement Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of or any Class LIBOR Market Index Loans (other than Swingline Loans made after the Sweep Program has been terminated) into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Classor LIBOR Market Index Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans or LIBOR Market Index Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans or LIBOR Market Index Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans or LIBOR Market Index Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan or a LIBOR Market Index Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans or LIBOR Market Index Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans or LIBOR Market Index Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans or LIBOR Market Index Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base LIBOR Market Index Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers With respect to Loans not constituting Swingline Loans made pursuant to the Sweep Program, the Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of or any Class LIBOR Market Index Loans (other than Swingline Loans made after the Sweep Program has been terminated) into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Classor LIBOR Market Index Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans or LIBOR Market Index Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans or LIBOR Market Index Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans or LIBOR Market Index Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan or a LIBOR Market Index Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans or LIBOR Market Index Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans or LIBOR Market Index Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans or LIBOR Market Index Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base LIBOR Market Index Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to Each Borrower may elect (i) to convert all or a portion of the outstanding principal amount of any of its Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar of its LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any of its LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate be in a principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, of LIBOR Loans shall involve an aggregate be in a principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.15(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable respective Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.17 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Each Borrower shall make each such election by giving must give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of a.m. three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable any Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable that any Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the specify an Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (t) Borrowings of a Class may only be continued as or converted into a Borrowing of the same Class, (u) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (v) any such continuation a Borrowing of LIBOR Loans that are denominated in a Foreign Currency Revolving Loans for an additional Interest Period shall may not be in the same Foreign Currencyconverted to a Borrowing of a different Type, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any LIBOR Loans are converted into Base Rate Loans other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.,

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing third (3rd) Business Day after the Restatement Effective Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided PROVIDED that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 1,000,000 or, if greater, an integral multiple of $100,000 500,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in SECTION 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m.12:00 noon, Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, (A) to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that or (vB) to continue all or a portion of the outstanding principal amount of any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans in any Foreign Currency, the Interest Periods for which end on the same day, for an additional Interest Period shall be as Foreign Currency Loans in the same Foreign Currency, provided that (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans Loans, shall involve an aggregate principal amount of not less than $1,000,000 3,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; any such continuation of Foreign Currency Loans shall involve an aggregate principal Dollar Amount of not less than $1,000,000; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 3,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in SECTION 2.16(D), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans), and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Fixed Rate Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loanscontinuation. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion of Base Rate Loans into, or a continuation of, LIBOR Loans, or a continuation of Foreign Currency Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Fixed Rate Loans, such LIBOR Fixed Rate Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof), and if such Fixed Rate Loans were Foreign Currency Loans, any such Base Rate Loans shall be in an aggregate principal amount equal to the aggregate principal Dollar Amount of such Fixed Rate Loans. In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Fixed Rate Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class Loans, the Interest Periods for which end on the same day day, for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.15(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.17 to be paid as a consequence thereof), and (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of the outstanding principal in an amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 (A) in excess thereof; any such conversion the case of Base Rate Loans intoLoans, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 2,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; thereof and no partial conversion (B) in the case of LIBOR Loans made pursuant to a single Borrowing shall reduce Committed Loans, $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof) of the outstanding principal amount of any such Committed Loans of one Type and Class made pursuant to one or more Borrowings (and, in the case of LIBOR Committed Loans, having the same Interest Period) into a Borrowing or Borrowings of Committed Loans of the other Type within the same Class, or (z) to less than $1,000,000 continue all (or a portion, subject to any greater the restrictions as to amount not an integral multiple set forth in clause (B) of $500,000 the parenthetical in excess thereof, clause (xy) if above) of the outstanding principal amount of any LIBOR Committed Loans are made pursuant to one or more Borrowings (having the same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in SECTION 2.13(D), LIBOR Committed Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Committed Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.15 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Committed Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Committed Loans made pursuant to a single Borrowing (and thereby continued) to less than $3,000,000, such remaining LIBOR Committed Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Committed Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Committed Loans or continuation of LIBOR Committed Loans shall be permitted during the continuance of a Default or an Event of DefaultDefault and (iv) no conversion or continuation under this Section shall result in a greater number of separate Interest Periods in respect of LIBOR Loans than is permitted under SECTION 2.2(A)(IV). (b) The applicable Borrower shall make each such election by giving delivering written notice to the Administrative Agent written notice not later than 11:00 prior to 9:00 a.m., Charlotte time, the Applicable Number of at least two (2) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Committed Loans and one (1) on the same Business Day prior to the intended effective date of any conversion of LIBOR Committed Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT B-2 and shall be appropriately completed to specify (wx) the date of such conversion or continuation (which shall be a Business Day)continuation, (xy) in the case of a conversion into, or a continuation of, LIBOR Committed Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, thereto and (z) the aggregate amount, Class and Type of the Committed Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment of the proposed conversion or continuation, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Conversion/Continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein hereinabove with respect to any outstanding Borrowing of LIBOR Committed Loans, such LIBOR Committed Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one monththereto. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (wx) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (xy) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 11:00 a.m.12:00 noon, Charlotte Charlotte, North Carolina time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans intointo LIBOR Loans, or any continuation of, of LIBOR Loans and (ii) not later than 12:00 noon, Charlotte, North Carolina time, one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing DateDay, to elect (iy) to convert all (or a portion of in an amount not less than, in the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation case of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign CurrencyLoans, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion ) of the outstanding principal amount of any Loans of one Type made pursuant to one or more Borrowings under any Facility (and, in the case of LIBOR Loans, having the same Interest Period) into a Borrowing or Borrowings of Loans of the other Type, or (z) to continue all (or a portion, subject to the restrictions as to amount set forth in clause (y) above) of the outstanding principal amount of any LIBOR Loans made pursuant to a single Borrowing shall reduce one or more Borrowings (and having the outstanding principal amount of such same Interest Period) for an additional Interest Period, provided that (i) except as otherwise provided for in SECTION 2.11(d), LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower Borrowers will pay, upon such conversion, all amounts required under Section 2.18 SECTION 2.13 to be paid as a consequence thereof), (ii) if any partial conversion of LIBOR Loans into Base Rate Loans shall have reduced the outstanding principal amount of the remaining LIBOR Loans made pursuant to a single Borrowing (and thereby continued) to less than $1,000,000, such remaining LIBOR Loans shall be converted immediately into Base Rate Loans and may not thereafter be converted into or continued as LIBOR Loans unless the requirements of clause (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that above are Swingline Loanssatisfied, and (ziii) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (w) the date of such conversion or continuation (which shall be a Business Day), (x) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; 11863223v8 24740.00050 any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single of the same Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any a LIBOR Loans are Loan is converted into a Base Rate Loans Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 2.19 to be paid as a consequence thereof, (y) no such conversion or continuation shall be permitted with regard to any Base Rate Swingline Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of a.m. three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same ClassLoans, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same ClassLoans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(f), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof, thereof and (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) on the same Business Day prior to as the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 B-2 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the ----------------------------- right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate ABR Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate ABR Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any -------- such conversion of LIBOR Loans into Base Rate ABR Loans shall involve an aggregate principal amount of not less than $500,000 3,000,000 or, if greater, an integral multiple of $100,000 1,000,000 in excess thereof; any such conversion of Base Rate ABR Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 5,000,000 or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 5,000,000 or to any greater amount not an integral multiple of $500,000 1,000,000 in excess thereof, (x) if any except as otherwise provided in SECTION 2.16(d), LIBOR Loans are may be converted into Base Rate ABR Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into an ABR Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section SECTION 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate ABR Loans that are Swingline Loans, and (z) no conversion of Base Rate ABR Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice (or oral notice promptly confirmed in writing) not later than 11:00 a.m.1:00 p.m., Charlotte time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate ABR Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate ABR Loans. Each such notice (each, a “"Notice of Conversion/Continuation”") shall be irrevocable, shall be given in the form of Exhibit B-3 EXHIBIT D (or, if oral notice is given, shall be promptly followed with a writing in the form of EXHIBIT D) and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender having a Commitment for Loans of the relevant Class (or having outstanding Loans of the relevant Class) of the proposed conversion or continuation. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate ABR Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period interest period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.

Conversions and Continuations. (a) The Borrowers Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans of any Class into LIBOR Loans of the same Class, or to convert any Dollar LIBOR Loans of any Class the Interest Periods for which end on the same day into Base Rate Loans of the same Class, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans of any Class the Interest Periods for which end on the same day for an additional Interest Period, provided that (v) any such continuation of LIBOR Loans that are Foreign Currency Revolving Loans for an additional Interest Period shall be in the same Foreign Currency, (w) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (x) if any except as otherwise provided in Section 2.16(d), LIBOR Loans are may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than on the last day of the Interest Period applicable thereto, the applicable Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), (y) no such conversion or continuation shall be permitted with regard to any Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The applicable Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte Charlotte, North Carolina time, the Applicable Number of three (3) Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (wx) the date of such conversion or continuation (which shall be a Business Day), (xy) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, (y) in the case of a continuation of Foreign Currency Revolving Loans, the applicable Foreign Currency, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. Once given, a Notice of Conversion/Continuation may not be revoked by the Borrower except upon payment of any amounts required under Section 2.18 to be paid as a consequence of such revocation. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuationcontinuation by facsimile transmission. In the event that the applicable Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the applicable Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) At the election of the Required Revolving Credit Lenders, upon the occurrence and during the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods therefor, provided that in each case the Borrowers shall be liable for any currency exchange loss related to such payments and shall promptly pay to each Lender, upon receipt of notice thereof from such Lender to the Company, the amount of any such loss incurred by such Lender.