Common use of Notice and Manner of Conversion or Continuation of Loans Clause in Contracts

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (c) upon the expiration of any Interest Period, continue the relevant LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C (a "Notice of Conversion/ Continuation") not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base CD Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base CD Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the a Borrower desires to convert or continue Loans as provided above, the Borrower Company, on behalf of the Borrowers, shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Original Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 2:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one (1) or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Administrative Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Original Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte Eastern time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its any outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte timeA) on the date requested for a conversion of a LIBOR Rate Loan to a Base Rate Loan, or (B) three (3) Business Days before the day on which a proposed conversion or continuation of such a LIBOR Rate Loan or conversion of a Base Rate Loan into a LIBOR Rate Loan is to be effective specifying (Aw) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (Bx) the effective date of such conversion or continuation (which shall be a Business Day), (Cy) the principal amount of such Loans to be converted or continued, and (Dz) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) Eastern time three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 10,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof into one or more LIBOR Rate Loans or Loans, and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (c) upon the expiration of any Interest Period, to continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (Ai) the Loans to be converted or continued, and, in the case of any a LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (Bii) the effective date of such conversion or continuation (which shall be a Business Day), (Ciii) the principal amount of such Loans to be converted or continued, and (Div) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C EXHIBIT E (a "Notice of Conversion/ ContinuationNOTICE OF CONVERSION/ CONTINUATION") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more a LIBOR Rate Loans Loan or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which date shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If a LIBOR Rate Loan is not converted or continued as a new LIBOR Rate Loan as provided in this Section, such LIBOR Rate Loan shall in the last day of the applicable Interested Period be converted into a Base Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 1:00 p.m. two (Charlotte time) three (32) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a --------- "Notice of Conversion/ Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period thereforthereof, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert Convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or Eurodollar Loans, and (b) upon the expiration of any Interest Period, (i) convert Convert all or any part of its outstanding LIBOR Rate Eurodollar Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans Loans, or (cii) upon the expiration of any Interest Period, continue the relevant LIBOR Rate such Eurodollar Loans as LIBOR Rate Eurodollar Loans. Whenever the Borrower desires to convert Convert or continue Loans as provided immediately above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C EXHIBIT D (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion Conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted Converted or continued, and, in the case of any LIBOR Rate Eurodollar Loan to be converted Converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion Conversion or continuation (which shall be a Business Day), and (C) the principal amount of such Loans to be converted Converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the The Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation. Notwithstanding any contrary provision hereof, (x) if an Event of Default under Section 10.1(a), (b), (h) or (i) has occurred and is continuing with respect to the Borrower, or (y) if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, has notified the Borrower of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Loan may be converted to or continued as a LIBOR Rate Loan and (ii) unless repaid, each LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 250,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. two (Charlotte time) three (32) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the tenth (10th) Business Day after the Closing Date (unless the Primary Syndication Period has been successfully completed) all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Administrative Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a minimum principal amount equal to Two Million Five Hundred Thousand Dollars ($5,000,000 or any whole multiple of $1,000,000 in excess thereof 2,500,000) into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a minimum principal amount equal to One Million Dollars ($2,500,000 or a whole multiple of $500,000 in excess thereof 1,000,000) into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration continue all or any part of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 1:00 p.m. (Charlotte New York time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the applicable Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Agent shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000.00 or any whole multiple of $1,000,000 100,000.00 in excess thereof into one (1) or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 2,000,000.00 or a whole multiple of $500,000 500,000.00 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuingcontinuing and subject to the provisions of Section 2.17(a) and (c), the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate ABR Loans in a principal amount equal to $5,000,000 3,000,000 or Table of Contents any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or Eurodollar Loans, (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Eurodollar Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans ABR Loans, or (c) upon the expiration of any Interest Period, continue the relevant LIBOR Rate Loans any Eurodollar Loan in a principal amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof as LIBOR Rate Loansa Eurodollar Loan. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C A-4 (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. two (Charlotte time) three (32) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Eurodollar Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Eurodollar Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice substantially in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) Business Days before 10:00 a.m. on the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 250,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 2,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ --------- Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 250,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 250,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Parent, on behalf of the Borrowers, shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte Philadelphia time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C (a "Notice of Conversion/ Continuation") not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Continuation") not later than 12:00 noon 11:00 a.m. --------- (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Potential Event of Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 2:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to of no less than $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to of no less than $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) 11:00 a.m. 3 Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the The Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans; provided, however, that during the existence of an Event of Default, the Required Lenders may require that no loans be converted or continued as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Continuation") not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans Loans, or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans Loans, or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C (a "Notice of Conversion/ Continuation") Continuation not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) or telephonic notice (followed by prompt delivery of such Notice of Conversion/Continuation) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the second Business Day after the Closing Date all or any portion of its any outstanding Base Floating Rate Loans (other than Swingline Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Floating Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. two (Charlotte time) three (32) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 2:00 p.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (ai) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (bii) upon the expiration of any Interest Period, (iA) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cB) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 2:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (Ai) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (Bii) the effective date of such conversion or continuation (which shall be a Business Day), (Ciii) the principal amount of such Loans to be converted or continued, and (Div) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or CHL:40759.7 continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its the outstanding Revolving Credit Loans, or all or any portion of the outstanding Term Loans, constituting Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part portion of its the outstanding Revolving Credit Loans, or all or any portion of the outstanding Term Loans, constituting LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of continue any Interest Period, continue the relevant LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ --------- Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 2,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Continuation") not later than 12:00 noon 11:00 a.m. --------- (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a an aggregate principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a an aggregate principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C EXHIBIT E (a "Notice of Conversion/ ContinuationNOTICE OF CONVERSION/ CONTINUATION") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the principal amount of the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.or

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 100,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C EXHIBIT E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte timey) in the case of a conversion into a Base Rate Loan on the date of such conversion and (z) in the case of a conversion or continuation of a LIBOR Rate Loan, three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or and (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached hereto as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte Cleveland time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C F (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the The Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 250,000 in excess thereof into one or more LIBOR Rate Loans (so long as there are no more than 5 LIBOR Loans outstanding at any one time), or (b) upon the expiration of any Interest Period, (i) convert all or any part of its such outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans; PROVIDED, that no outstanding Loan may be continued as, or converted into, a LIBOR Loan when any Event of Default has occurred and is continuing. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C EXHIBIT D (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon (Charlotte time) 11:00 a.m. on the same Business Day as, in the case of a Loan being converted into or continued as a Base Rate Loan, and three (3) Business Days before before, in the case of a Loan being converted into or continued as a LIBOR Loan, the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continuedcontinued and the amount thereof, and, (B) in the case of any LIBOR Rate Loan Loans to be converted or continued, the last day of the Interest Period therefor, therefor and the Interest Period to be applicable to the converted or continued Loans and (BC) the effective date of such the conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall give each Lender notice as promptly notify the Lenders as practicable of any such Notice of Conversion/Continuationproposed extension or conversion affecting any Revolving Loan.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 50,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 2:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice substantially in substantially the form attached hereto as Exhibit C EXHIBIT E (a "Notice of Conversion/ ContinuationNOTICE OF CONVERSION/CONTINUATION") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of 41 any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/ContinuationContinuation by telecopier (or by telephone promptly confirmed by telecopier).

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Effective Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to of no less than $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to of no less than $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) 11:00 a.m. 3 Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte New York City time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte Eastern time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the tenth (10th) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Administrative Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C H (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 2,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Continuation") not later --------- than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") --------- not later than 12:00 noon 11:00 a.m. (Charlotte Philadelphia time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert convert, at any time following the third Business Day after the Closing Date, all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or and (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached hereto as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte Cleveland time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a minimum principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof 2,500,000 into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a minimum principal amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof 1,000,000 into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 1:00 p.m. (Charlotte New York time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the then-current Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or Loans, (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (c) upon the expiration of any Interest Period, continue the relevant any LIBOR Rate Loans Loan in a principal amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof as a LIBOR Rate LoansLoan. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any LIBOR Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the LIBOR Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the LIBOR Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time all or any portion of its outstanding Base Prime Rate Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans Loans, or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 100,000 or a whole multiple of $100,000 in excess thereof into Prime Rate Loans, or (ii) continue such LIBOR Rate Loans in a principal amount equal to $1,000,000 or any whole multiple of $500,000 in excess thereof into Base Rate Loans or (c) upon the expiration of any Interest Period, continue the relevant LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Company shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Rate Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte Miami time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. Notices received after 11:00 a.m. (Miami time) shall be deemed received on the next Business Day. The Administrative Agent shall promptly promptly, but by no later than 2:00 p.m. (Miami time) on the day deemed received by the Agent, notify the Lenders of such Notice of Rate Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans or LIBOR Market Index Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or LIBOR Market Index Rate Loans (cother than Swingline Loans) upon the expiration of any Interest Period, or (ii) continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to of no less than $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to of no less than $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the tenth (10th) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans and Protective Advances) in a principal amount equal to $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans and Protective Advances) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Administrative Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option option, subject, in the case of Swingline Loans, to Section 4.1(a)(ii), to (a) convert at any time all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate SOFR Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate SOFR Loans in a principal amount equal to $2,500,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant LIBOR Rate such SOFR Loans as LIBOR Rate SOFR Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon p.m. (Charlotte timeA) on the date requested for a conversion of a SOFR Loan to a Base Rate Loan, or (B) three (3) U.S. Government Securities Business Days before the day on which a proposed conversion or continuation of such a SOFR Loan or conversion of a Base Rate Loan into a SOFR Loan is to be effective specifying (Aw) the Loans to be converted or continued, and, in the case of any LIBOR Rate SOFR Loan to be converted or continued, the last day of the Interest Period therefor, (Bx) the effective date of such conversion or continuation (which shall be a Business Day), (Cy) the principal amount of such Loans to be converted or continued, and (Dz) the Interest Period to be applicable to such converted or continued LIBOR Rate SOFR Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof (or such lesser amount as shall represent all of the Base Rate Loans then outstanding) into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount as shall represent all of the LIBOR Rate Loans then outstanding) into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to of no less than $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to of no less than $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate LIBOR Market Index Loans in a principal amount equal to $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or or, (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 100,000 or a whole multiple of $500,000 1,000 in excess thereof into Base Rate Loans LIBOR Market Index Loans, or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent Lender irrevocable prior written notice in substantially the form attached as Exhibit C (a "“Notice of Conversion/ Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte Atlanta time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefortherefore, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify In the Lenders of such event that no Notice of Conversion/ContinuationContinuation is provided with respect to any LIBOR Rate Loan, such Loan shall be converted into a LIBOR Market Index Loan.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Amendment and Restatement Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 2,500,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice substantially in substantially the form attached hereto as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/ContinuationContinuation by telecopier (or by telephone promptly confirmed by telecopier).

Notice and Manner of Conversion or Continuation of Loans. Provided that no Unmatured Event of Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any LIBOR Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C F (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte Chicago time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the LIBOR Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the LIBOR Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.. Section 3.3

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof into one or more a LIBOR Rate Loans Loan or (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C D (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. --------- (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which date shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If a LIBOR Rate Loan is not converted or continued as a new Libor Rate Loan as provided in this Section, such LIBOR Rate Loan shall in the last day of the applicable Interested Period be converted into a Base Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the The Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR LIBO Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR LIBO Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant LIBOR such LIBO Rate Loans as LIBOR LIBO Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C B (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 a.m. noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR LIBO Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR LIBO Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided After the Initial Interest Period, provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Co-Borrowers shall have the option to (ai) convert at any time all or any portion of its their outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or Loans, (bii) upon the expiration of any Interest Period, (i) convert all or any part of its their outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans or Loans, (ciii) upon the expiration of any its Interest Period, continue the relevant any LIBOR Rate Loans Loan in a principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof as a LIBOR Rate LoansLoan, and (iv) upon the expiration of its Interest Period, continue any Foreign Currency Loan in increments of 100,000 units of such Foreign Currency (such amount to have an approximate minimum Assigned Dollar Value of $1,000,000) as a Foreign Currency Loan in the same Foreign Currency; provided, that the -32- 39 Co-Borrowers shall not be entitled to continue, but shall repay, such portion of the Foreign Currency Loan that equals the Assigned Dollar Value Excess as of the end of the Interest Period. Whenever the Borrower desires Co-Borrowers desire to convert or continue Loans as provided above, the Borrower Company, on behalf of the Co-Borrowers, shall give the Administrative Agent irrevocable prior written notice in substantially the form attached hereto as Exhibit C (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte Atlanta time) three (3) Business Days before the day Business Day, in the case of a conversion to or a continuation of a LIBOR Rate Loan, four (4) Business Days before the Business Day, in the case of a continuation of a Foreign Currency Loan, and the same Business Day, in the case of a conversion to a Base Rate Loan, on which a proposed conversion or continuation of such Loan is to be effective specifying (Ai) the Loans to be converted or continued, continued and, in the case of with respect to any LIBOR Rate Loan to be converted or continued, the last day of the current Interest Period therefor, (Bii) the effective date of such conversion or continuation (which shall be a Business Day), (Ciii) the principal amount of such Loans to be converted or continued, continued and (Div) with respect to a continuation of Foreign Currency Loan, the Foreign Currency and the Interest Period to be applicable to such converted or continued LIBOR Rate Loanthereto. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a an aggregate principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a an aggregate principal amount equal to $2,500,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Continuation"”) not later than 12:00 noon 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.continued

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 or a whole multiple of $500,000 100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice substantially in substantially the form attached hereto as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon p.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/ContinuationContinuation by telecopier (or by telephone promptly confirmed by telecopier).

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower Borrowers shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Rate Loans or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires Borrowers desire to convert or continue Loans as provided above, the Borrower Borrowers shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "Notice of Conversion/ Conversion/Continuation") not later than 12:00 noon 11:00 a.m. (Charlotte Eastern time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default (other than a Default arising from any of the events specified in Section 10.1(e), (f) and (n) hereof) or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of its any outstanding Base Floating Rate Loans (other than Swingline Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,500,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof into Base Floating Rate Loans (other than Swingline Loans) or (cii) upon the expiration of any Interest Period, continue the relevant such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in substantially the form attached as Exhibit C E (a "“Notice of Conversion/ Conversion/Continuation"”) not later than 12:00 noon (Charlotte time) 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.