Common use of Extension and Conversion Clause in Contracts

Extension and Conversion. Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another type; provided, however, that (i) except as provided in Section 2.14, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided in Section 2.1(b), (iv) no more than 5 separate Eurodollar Loans shall be outstanding hereunder at any time and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable theretothereto unless the Borrower makes payment of any amounts then due and owing pursuant to Section 3.12, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" “INTEREST PERIOD” set forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to Revolving Loans, Section 2.1(b2.1(b)(ii), or, with respect to the Tranche B Term Loan, Section 2.5(c), (iviii) no more than 5 separate 15 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period), (viv) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and (v) Swingline Loans may not be extended or converted pursuant to this Section 3.2. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Schedule 2.1(a), or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina New York City time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such conversion or extension is not permitted or required by this SectionSection 3.2, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another type; provided, however, that (i) except as provided in Section 2.14, Eurodollar Eurocurrency Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Eurocurrency Loans may be extended, and Base Rate Loans may be converted into Eurodollar Eurocurrency Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Eurocurrency Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided in Section 2.1(b), (iv) no more than 5 separate Eurodollar Eurocurrency Loans shall be outstanding hereunder at any time and (v) any request for extension or conversion of a Eurodollar Eurocurrency Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion written notice (or telephone notice promptly confirmed in writing) in substantially the form of Exhibit 2.4 (each a "Notice of Extension/Conversion") to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Eurocurrency Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Eurocurrency Loan (other than a Foreign Currency Loan) as, or conversion of a Base Rate Loan into, a Eurocurrency Loan (other than a Foreign Currency Loan), and on the fifth Business Day prior to, in the case of the extension of a Foreign Currency Loan as, or conversion of a Base Rate Loan into, a Eurodollar Foreign Currency Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable currency and the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower that of the matters specified in Section 5.2(a)5.2. In the event the Borrower fails to request extension or conversion of any Eurodollar Eurocurrency Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then (i) if such Loan is a Eurocurrency Loan denominated in US Dollars, such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable theretothereto and (ii) if such Loan is a Foreign Currency Loan, such Loan shall be automatically extended as a Eurocurrency Loan in the same Available Foreign Currency for an Interest Period of one month. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loanits receipt of a Notice of Extension/Conversion and the contents thereof.

Extension and Conversion. Subject to the terms of Section 5.24.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; providedPROVIDED, however, that THAT (ia) except as provided in pursuant to Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (iib) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iiic) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (ivd) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (ve) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of EXHIBIT I hereto (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in specified in SCHEDULE 2.1(a), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. 12:00 Noon (CharlotteCincinnati, North Carolina Ohio time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types Types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a)4.2. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such requested conversion or extension is not permitted or required by this SectionAgreement, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting of any Revolving Loan. Each extension or conversion shall be effected by each Lender and the Agent by recording for the account of such Lender the new Revolving Loan of such Lender resulting from such extension or conversion and reducing the Revolving Loan (or portion thereof) of such Lender being extended or converted by an equivalent principal amount. Accrued interest on a Revolving Loan (or portion thereof) being extended or converted shall be paid by the Borrower (A) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last day of the first fiscal quarter of the Borrower ending on or after the date of conversion and (B) otherwise, on the date of extension or conversion.

Extension and Conversion. Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (iv) no more than 5 separate 7 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period), (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month and (vi) during the Initial Interest Rate Period, all Eurodollar Loans shall have an Interest Period of one (1) month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (ii), (iii), (iv) and (v) of Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan5.

Extension and Conversion. Subject to the terms of Section 5.24.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; providedPROVIDED, however, that THAT (ia) except as provided pursuant to in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (iib) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iiic) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (ivd) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (ve) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of EXHIBIT G hereto (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in specified in SCHEDULE 2.1(A), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types Types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a)4.2. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such requested conversion or extension is not permitted or required by this SectionAmended Agreement, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting of any Revolving Loan. Each extension or conversion shall be effected by each Lender and the Agent by recording for the account of such Lender the new Revolving Loan of such Lender resulting from such extension or conversion and reducing the Revolving Loan (or portion thereof) of such Lender being extended or converted by an equivalent principal amount. Accrued interest on a Revolving Loan (or portion thereof) being extended or converted shall be paid by the Borrower (A) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last day of the first fiscal quarter of the Borrower ending on or after the date of conversion and (B) otherwise, on the date of extension or conversion.

Extension and Conversion. Subject to the terms of Section 5.25.3, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.9, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), Section 2.4(b)(ii), 2.5(b)(ii) or 2.6(c), as applicable, (iv) no more than 5 separate 10 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods and/or in different currencies shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period and in the same currency), (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion , (vi) during the Initial Interest Rate Period, all Eurodollar Loans shall have an Interest Period of one (1) month and (vii) Swingline Loans may not be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are converted pursuant to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in this Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan3.

Extension and Conversion. Subject to The Loans included in each ------------------------ Borrowing shall bear interest initially at the terms type of Section 5.2rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Eurodollar Loans into for a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; provided, however, that (i) except as provided in pursuant to Section 2.143.08, Eurodollar -------- ------- ------------ Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.01 and shall be in --------------- ------------ such minimum amounts as provided in, with respect to Revolving Loans, Section ------- 2.01(b) and, with respect to Tranche A Term Loans and Tranche B Term Loans, in Section 2.1(b)a ------- minimum aggregate principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof, (iv) no more than 5 separate the total number of Groups of Eurodollar Loans shall be of any Class outstanding hereunder at any time and shall be no greater than the maximum number provided in, with respect to Revolving Loans, Section 2.01(a) with respect to --------------- Tranche A Term Loans, Section 2.03(a) and, with respect to Tranche B Term Loans, --------------- Section 2.04(a), (it being understood that, for purposes hereof, Eurodollar --------------- Loans with different Interest Periods shall be considered as separate Groups of Eurodollar Loans, even if they begin on the same date, although borrowings of any Class may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Group of Eurodollar Loans of such Class with the same Interest Period), (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall month and (vi) Swingline Loans may not be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are converted pursuant to be converted and, if appropriate, the applicable Interest Periods with respect theretothis Section 3.02. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.------------

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "“Interest Period" ” set forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to Revolving Loans, Section 2.1(b2.1(b)(ii), or, with respect to the Term Loan, Section 2.4(c), (iviii) no more than 5 separate five (5) Eurodollar Loans which are Revolving Loans and five (5) Eurodollar Loans which are Term Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period), (viv) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and (v) Swingline Loans may not be extended or converted pursuant to this Section 3.2. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in Schedule 2.1(a), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such conversion or extension is not permitted or required by this SectionSection 3.2, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable theretothereto unless the Borrower makes payment of any amounts then due and owing pursuant to Section 3.12, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" “INTEREST PERIOD” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(c), (iviii) no more than 5 separate 15 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (viv) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Schedule 2.1(a), or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina New York City time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such conversion or extension is not permitted or required by this SectionSection 3.2, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as -------- ------- provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension Continuation or conversionConversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided --------------- in Section 2.1(b2.2(b), (iv) no more than 5 separate ten (10) Eurodollar Loans which comprise Revolving Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, Continuations and Conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension Continuation or conversion Conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension Continuation or conversion Conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Section 11.1, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion Conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension Continuation of a Eurodollar Loan as, or conversion Conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension Continuation or conversionConversion, specifying the date of the proposed extension Continuation or conversionConversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension Continuation or conversion Conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a), (b), (c), (d) and (e) of Section 5.2(a)5.2. In the event the Borrower fails to request extension Continuation or conversion Conversion of any Eurodollar Loan in accordance with this Section, or any such conversion Conversion or extension Continuation is not permitted or required by this Section, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension Continuation or conversion Conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; providedPROVIDED, howeverHOWEVER, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" “INTEREST PERIOD” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (iv) no more than 5 separate ten Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in specified in SCHEDULE 2.1(A), or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third second Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (b), (c), (d), (e) and (f) of Section 5.2(a)5.2. In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.24.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another type; providedPROVIDED, howeverHOWEVER, that (i) except as provided in pursuant to Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (iv) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in specified in SCHEDULE 1.1C, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(asubsections (b). In the event the Borrower fails to request extension or conversion , (c), (d), (e) and (f) of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; providedPROVIDED, howeverHOWEVER, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest PeriodINTEREST PERIOD" set forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to Revolving Loans, Section 2.1(b2.1(b)(ii) or, with respect to the Term Loan, Section 2.4(c), (iv) no more than 5 separate ten (10) Eurodollar Loans shall be outstanding hereunder at any time time, of which no more than seven (7) of such Eurodollar Loans shall be Revolving Loans and no more than (3) of such Eurodollar Loans shall be Term Loans (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in SCHEDULE 2.1(a), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. 12:00 P.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (b), (c), (d), (e) and (f) of Section 5.2(a)5.2. In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.24.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit convert, subject to the restrictions with respect to Tranche B Loans contained in Section 2, Loans into Revolving Credit Loans of another type; provided, however, that (i) except as provided in pursuant to Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.2(b)(ii) or section 2.4(b)(ii), as the case may be, (iv) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.2(a) and Section 2.4(a), as the case may be (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Schedule 1.1C, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (b), (c), (d), (e) and (f) of Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan4.

Extension and Conversion. Subject to the terms of Section 5.24.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; provided, however, that (ia) except as provided in pursuant to Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (iib) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iiic) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (ivd) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (ve) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of Exhibit G hereto (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in specified in Schedule 2.1(a), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. 12:00 Noon (CharlotteCincinnati, North Carolina Ohio time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types Types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a)4.2. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such requested conversion or extension is not permitted or required by this SectionAgreement, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting of any Revolving Loan. Each extension or conversion shall be effected by each Lender and the Agent by recording for the account of such Lender the new Revolving Loan of such Lender resulting from such extension or conversion and reducing the Revolving Loan (or portion thereof) of such Lender being extended or converted by an equivalent principal amount.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans, Term Loans, Tranche C Term Loans into or New Term Loans, as the case may be, to Revolving Credit Loans, Term Loans, Tranche C Term Loans or New Term Loans, respectively, of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate no Loans may be converted into into, or continued as, Eurodollar Loans, only Loans if no Incipient a Default or Event of Default is in existence on and the date of extension Total Aggregate Required Lenders or conversionthe Administrative Agent shall have determined that such conversion or continuation is inappropriate, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to the Revolving Loans, Section 2.1(b2.1(b)(ii), with respect to the Term Loans, Section 2.4(c), with respect to the Tranche C Term Loans, Section 2.5(c) or with respect to the New Term Loans, Section 2.6(c), (iv) no more than 5 separate 10 Eurodollar Loans shall be outstanding hereunder under this Credit Agreement at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in specified in Schedule 2.1(a), or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina New York City time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a)be irrevocable. In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such conversion or extension is not permitted or required by this SectionSection 3.2, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank affected Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another type; providedPROVIDED, howeverHOWEVER, that (i) except as provided in Section 2.14, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest PeriodINTEREST PERIOD" and shall be in such minimum amounts as provided in Section 2.1(b), (iv) no more than 5 separate Eurodollar Loans shall be outstanding hereunder at any time and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as -------- ------- provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension Continuation or conversionConversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided --------------- in Section 2.1(b2.2(b), (iv) no more than 5 separate twelve (12) borrowings of Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, Continuations and Conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension Continuation or conversion Conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension Continuation or conversion Conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Section 11.1, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 10:00 A.M. (CharlotteDallas, North Carolina Texas time) on the Business Day of, in the case of the conversion Conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension Continuation of a Eurodollar Loan as, 41 or conversion Conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension Continuation or conversionConversion, specifying the date of the proposed extension Continuation or conversionConversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension Continuation or conversion Conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) and (b) of Section 5.2(a)5.2. In the event the Borrower fails to request extension Continuation or conversion Conversion of any Eurodollar Loan in accordance with this Section, or any such conversion Conversion or extension Continuation is not permitted or required by this Section, then such Eurodollar Loan shall be automatically converted into continued as a Base Rate Eurodollar Loan with an Interest Period of one month at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension Continuation or conversion Conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.8, Eurodollar LIBOR Loans may be converted into Base Rate Loans or extended as LIBOR Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar LIBOR Loans shall be subject to the terms of the definition of "“Interest Period" ” set forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to Revolving Loans, Section 2.1(b2.1(b)(ii), (iviii) no more than 5 separate Eurodollar ten (10) LIBOR Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, LIBOR Loans with different Interest Periods shall be considered as separate LIBOR Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Loan with a single Interest Period), (viv) any request for extension or conversion of a Eurodollar LIBOR Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and (v) Swingline Loans may not be extended or converted pursuant to this Section 3.2. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in Section 11.1, or at such other office as the Agent may designate in writing, prior to 11:00 A.M. (CharlotteAtlanta, North Carolina Georgia time) on the Business Day of, in the case of the conversion of a Eurodollar LIBOR Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar LIBOR Loan as, or conversion of a Base Rate Loan into, a Eurodollar LIBOR Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar LIBOR Loan in accordance with this SectionSection 3.2, or any such conversion or extension is not permitted or required by this SectionSection 3.2, then such LIBOR Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.143.10, Eurodollar Eurocurrency Loans may be converted into Base Rate Loans or extended as Eurocurrency Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Eurocurrency Loans may be extended, and Base Rate Loans may be converted into Eurodollar Eurocurrency Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension Continuation or conversionConversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Eurocurrency Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided in Section 2.1(b2.2(b), (iv) no more than 5 separate Eurodollar Loans shall be outstanding hereunder at any time and (v) any request for extension Continuation or conversion Conversion of a Eurodollar Eurocurrency Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and (v) except as provided in Section 3.10, Foreign Currency Loans may be extended only as Eurocurrency Loans and may not be converted into Base Rate Loans. Each such extension or conversion The Borrower shall be effected by the Borrower by giving deliver a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the Administrative Agent prior to not later than 11:00 A.M. (Charlotte, North Carolina Charlotte time) (a) on the Business Day of, of the requested Continuation or Conversion in the case of the conversion Conversion of a Eurodollar Eurocurrency Loan into a Base Rate Loan, and (b) on the third Business Day prior to, to the date of the requested Continuation or Conversion in the case of the extension Continuation of a Eurodollar Eurocurrency Loan as, or conversion Conversion of a Base Rate Loan into, a Eurodollar Eurocurrency Loan (that is not a Foreign Currency Loan), and (c) on the fourth Business Day prior to the date of the requested Contination or Conversion, in the case of the Continuation of a Eurocurrency Loan as, or Conversion of a Base Rate Loan into, a Eurocurrency Loan that is a Foreign Currency Loan. The Notice of Extension/Conversion shall specify (a) the date of the proposed extension Continuation or conversionConversion, specifying (b) the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended Continued or convertedConverted, (c) in the case of a Conversion, the types type(s) of Revolving Credit Loans and the Applicable Currency into which such Revolving Credit Loans are to be converted and, and (d) if appropriate, the applicable Interest Periods with respect thereto. Each request for extension Continuation or conversion Conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as -------- ------- provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension Continuation or conversionConversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided --------------- in Section 2.1(b2.2(b), (iv) no more than 5 separate twelve (12) borrowings of Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, Continuations and Conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension Continuation or conversion Conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension Continuation or conversion Conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Section 11.1, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion Conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension Continuation of a Eurodollar Loan as, or conversion Conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension Continuation or conversionConversion, specifying the date of the proposed extension Continuation or conversionConversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension Continuation or conversion Conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) and (b) of Section 5.2(a)5.2. In the event the Borrower fails to request extension Continuation or conversion Conversion of any Eurodollar Loan in accordance with this Section, or any such conversion Conversion or extension Continuation is not permitted or required by this Section, then such Eurodollar Loan shall be automatically converted into continued as a Base Rate Eurodollar Loan with an Interest Period of one month at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension Continuation or conversion Conversion affecting any Loan.

Extension and Conversion. Subject to the terms of Section 5.2, the The Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as -------- ------- provided in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is the conditions precedent set forth in existence Section 5.2 are satisfied on the date of extension Continuation or conversionConversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in such minimum amounts as provided --------------- in Section 2.1(b2.2(b), (iv) no more than 5 separate five (5) Eurodollar Loans which comprise Revolving Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, Continuations and Conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension Continuation or conversion Conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension Continuation or conversion Conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Section 11.1, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion Conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension Continuation of a Eurodollar Loan as, or conversion Conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension Continuation or conversionConversion, specifying the date of the proposed extension Continuation or conversionConversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension Continuation or conversion Conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(asubsections (a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section(b), then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.(c), (d) and

Extension and Conversion. Subject to the terms of Section 5.24.4, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; providedPROVIDED, however, that THAT (i) except as provided pursuant to in Section 2.143.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b2.1(b)(ii), (iv) no more than 5 separate the total number of Eurodollar Loans shall be outstanding hereunder at any time shall be no greater than the maximum number provided in Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Eurodollar Loan with the same Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of EXHIBIT I hereto (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in specified in SCHEDULE 2.1(a), or at such other office as the Agent may designate in writing, prior to 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types Types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 5.2(a)4.4. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this SectionSection 3.2, or any such requested conversion or extension is not permitted or required by this SectionAgreement, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank Lender notice as promptly as practicable of any such proposed extension or conversion affecting of any Loan. Each extension or conversion shall be effected by each Lender and the Agent by recording for the account of such Lender the new Loan of such Lender resulting from such extension or conversion and reducing the Loan (or portion thereof) of such Lender being extended or converted by an equivalent principal amount. Accrued interest on a Loan (or portion thereof) being extended or converted shall be paid by the Borrower (A) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last day of the first fiscal quarter of the Borrower ending on or after the date of conversion and (B) otherwise, on the date of extension or conversion.

Extension and Conversion. Subject to The Loans included in each Borrowing shall bear interest initially at the terms type of Section 5.2rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Eurodollar Loans into for a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another typeType; provided, however, provided that (i) except as provided in pursuant to Section 2.143.08, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "“Interest Period" ” set forth in Section 1.01 and shall be in such minimum amounts as provided in, with respect to Revolving Loans, Section 2.01(b) and, with respect to Term Loans, in Section 2.1(b)a minimum aggregate principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof, (iv) no more than 5 separate the total number of Groups of Eurodollar Loans shall be of any Class outstanding hereunder at any time and shall be no greater than the maximum number provided in, with respect to Revolving Loans, Section 2.01(a) with respect to Tranche A Term Loans, Section 2.03(a) and, with respect to Tranche B Term Loans, Section 2.04(a), (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Groups of Eurodollar Loans, even if they begin on the same date, although borrowings of any Class may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Group of Eurodollar Loans of such Class with the same Interest Period), (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and (vi) Swingline Loans may not be extended or converted pursuant to this Section 3.02. Each such extension or conversion shall be effected by the Borrower by giving a notice in the form of Exhibit A-2 (each a “Notice of Extension/Conversion Conversion”) (or telephone telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in or pursuant to Section 10.01, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 A.M. 1:00 P.M. (local time in Charlotte, North Carolina timeCarolina) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (b), (c), (d), and (e) of Section 5.2(a)4.03. In the event If the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this Section, Section 3.02 or any such requested conversion or extension is not permitted or required by this SectionAgreement, then such Eurodollar Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Bank affected Lender notice as promptly as practicable of any such proposed extension or conversion affecting of any Loan. Each extension or conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such extension or conversion and reducing the Loan (or portion thereof) of such Lender being extended or converted by an equivalent principal amount. Accrued interest on a Loan (or portion thereof) being extended or converted shall be paid by the applicable Borrower (i) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last day of the first fiscal quarter of the Borrower ending on or after the date of conversion and (ii) otherwise, on the date of extension or conversion.

Extension and Conversion. Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Revolving Credit Loans into a subsequent permissible Interest Period or to convert Revolving Credit Loans into Revolving Credit Loans of another interest rate type; provided, however, that (i) except as provided in Section 2.14-------- ------- 3.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Incipient Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Credit Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set --------------- forth in Section 1.1 and shall be in such minimum amounts as provided in in, with respect to Revolving Loans, Section 2.1(b2.1(b)(ii), with respect to the Tranche A Term Loan, Section 2.3(c), or, with respect to the Tranche B Term Loan, Section 2.4(c), (iv) no more than 5 separate fifteen (15) Eurodollar Loans (and, upon and after a consolidation of Tranche A Term Loan and Tranche B Term Loan as provided in Section 2.5, no more than ten (10) Eurodollar Loans) shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period) and (v) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone telephonic notice promptly confirmed in writing) to the office of the Agent specified in specified in Schedule 2.1(a), or at such other office as the Agent may designate in --------------- writing, prior to 11:00 A.M. (Charlotte, North Carolina time) 1:00 P.M. Central time on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Revolving Credit Loans to be so extended or converted, the types of Revolving Credit Loans into which such Revolving Credit Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (b), (c), (d), (e) and (f) of Section 5.2(a). In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Bank notice as promptly as practicable of any such proposed extension or conversion affecting any Loan5.