Common use of Conversion of Loans Clause in Contracts

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying shall specify therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Subject to Section 2.13, the Borrower may on convert any Business Day (in the case Revolving Loan Borrowing or any Portion of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case a Term Loan Borrowing from one Type of LIBOR Rate Loans)Revolving Loan Borrowing or Portion of a Term Loan Borrowing, upon notice given respectively, to the Lender not later than 12:00 noon other Type; provided, however, that any conversion of (Charlotte, North Carolina timei) on the third LIBOR Business Day prior to the date a Revolving Loan Borrowing consisting of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions into a Revolving Loan Borrowing consisting of Section 2.14, Convert any LIBOR Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made onin the amount of $1,000,000 or an integral multiple of $500,000 in excess thereof,(ii) a Revolving Loan Borrowing consisting of LIBOR Loans into a Revolving Loan Borrowing consisting of Base Rate Loans shall be in the amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, (iii) a Base Rate Portion of a Term Loan Borrowing into a LIBOR Portion of a Term Loan Borrowing shall be in the amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and only on(iv) a LIBOR Portion of a Term Loan Borrowing into a Base Rate Portion of a Term Loan Borrowing shall be in the amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; provided, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Base Rate Loan shall or Base Rate Portion may be converted to into a LIBOR Rate Loan if any or LIBOR Portion, respectively, after the occurrence and during the continuance of an Event of Default shall have occurred and be continuing. Each such Notice provided, further, that any conversion of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of LIBOR Portion on any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on day other than the last day of the then-existing Interest Period therefor, Convert into therefor shall be subject to the payments required under Section 2.13. The Borrower shall request such a conversion by delivering to the Administrative Agent an Alternate Base Rate Loan. irrevocable written notice to the Administrative Agent substantially in the form of Exhibit B (c) Each a “Notice of Conversion/Continuation given pursuant ”), duly executed by a Responsible Officer of the Borrower and appropriately completed, which specifies, among other things: (i) The Revolving Loan Borrowing or the Portion of a Term Loan Borrowing which is to subsection be converted, as applicable; (aii) The amount and Type of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Revolving Loan that Borrowing into which such Revolving Loan Borrowing is to be converted or the amount and Type of each Portion of a Term Loan Borrowing into which it is to be converted, as applicable; (iii) If such Revolving Loan Borrowing is to be converted into a Revolving Loan Borrowing consisting of LIBOR Loans or if any Portion of a Term Loan Borrowing is to be converted into a LIBOR Portion, the initial Interest Period selected by the Borrower for such LIBOR Loans or LIBOR Portion in accordance with Section 2.01(f), as applicable; and (iv) The date of the requested conversion, which shall be a Business Day. The Borrower shall give each Notice of Conversion to the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days before the date of the requested conversion of a Base Rate LoanLoan into a LIBOR Loan (or Base Rate Portion into a LIBOR Portion) or at least one (1) Business Day before the date of the requested conversion of a LIBOR Loan into a Base Rate Loan (or a LIBOR Portion into a Base Rate Portion). Each Notice of Conversion shall be delivered by first-class mail or facsimile or by e-mail containing a PDF of such signed and completed Notice of Conversion to the Administrative Agent at the office or to the facsimile number or e-mail address and during the hours specified in Section 8.01; provided, however, that, if requested by the Administrative Agent, the Borrower shall indemnify promptly deliver to the Lenders against any loss, cost or expense incurred by Administrative Agent the Lenders as a result original of any failure Notice of Conversion initially delivered by facsimile or e-mail. The Administrative Agent shall promptly notify (x) each Revolving Lender of the contents of each Notice of Conversion relating to fulfill on Revolving Loans and (y) each Term Lender of the date specified for such contents of each Notice of Conversion relating to Term Loans or Portions thereof. For the avoidance of doubt, the provisions of this Section 2.01(e) relate to the conversion of the type of interest rate (LIBOR or Base Rate) applicable to the applicable conditions set forth in Article III, including, without limitation, any loss, cost Loans or expense incurred by reason Portions and do not permit the conversion of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate a Revolving Loan, as the case may be, upon such Conversion, when such Conversion, as a result Term Loan or Portion into any other kind of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentLoan provided hereunder. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. The Borrower may convert Loans from one Type of Loan to another Type of Loan; provided that (a) The Borrower may on any Business Day (in the case conversion of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion SOFR Loans into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made effective on, and only on, the last day first (1st) Business Day after expiration of an Interest Period for such LIBOR Rate LoanSOFR Loans, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan (b) Loans shall be converted to a LIBOR only in amounts of $250,000 and increments of $100,000 in excess thereof and (c) no Base Rate Loan if may be converted into a SOFR Loan (i) when any Event of Default shall have has occurred and be continuingis continuing or (ii) after the date that is one (1) month prior to the Maturity Date. Each The Borrower shall request such a conversion by delivering to the Administrative Agent a Notice of a Conversion/ContinuationConversion of Loan Type, within the restrictions specified abovewhich contains or specifies, specifying therein among other things: (i) the date of such ConversionLoans, or portion thereof, which are to be converted; (ii) the Type of Loans into which such Loans, or portion thereof, are to be Converted and converted; (iii) if such Conversion is into, or with respect Loans are to LIBOR Rate be converted into SOFR Loans, the duration of the initial Interest Period for each such Loan. (b) If selected by the Borrower shall fail to select the Type of any Loan or the duration of any for such Loans (which Interest Period for any LIBOR Rate Loan shall be selected in accordance with Section 2.1.3(c)); (iv) the provisions contained proposed date of the requested conversion (which shall be a Business Day and otherwise in the definition of “Interest Period” in Section 1.01 and subsection (a) of accordance with this Section 2.19 or 2.1.6); and (v) if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is Loans are to be converted to SOFR Loans, a LIBOR Rate Loan, certification by the Borrower that no Event of Default has occurred and is continuing. The Borrower shall indemnify so deliver each Notice of Conversion of Loan Type so as to provide at least the Lenders against any loss, cost applicable Minimum Notice Period. Any Notice of Borrowing may be modified or expense incurred revoked by the Lenders as a result Borrower through the Business Day prior to the Minimum Notice Period, and shall thereafter be irrevocable. Each Notice of any failure Conversion of Loan Type shall be delivered to fulfill on the date specified for such Conversion Administrative Agent in the applicable conditions set forth manner provided in Article III, including, without limitation, any loss, cost or expense incurred by reason Section 10.1. The Administrative Agent shall promptly notify each Lender of the liquidation or redeployment contents of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result each Notice of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment Conversion of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentLoan Type. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in From and after the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans)Definitive Agreement Termination Date, upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on may convert the third LIBOR Business Day Convertible Portion of its Loans in whole or in part into Common Stock at any time prior to the date of any proposed Conversion into LIBOR Rate Loans and 5:00 p.m. New York time on the Business Day prior immediately preceding the Maturity Date into a number of whole shares of Common Stock equal to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans Convertible Portion of the same Type having a new Interest PeriodLoans divided by the applicable Conversion Rate in effect on the date the Conversion Notice is delivered; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration any conversion of the Interest Period for each Convertible Portion of the Loans into Common Stock that would be subject to a waiting period provided by the HSR Act, no such Loanconversion shall be considered effective until the expiration or termination of such waiting period; provided further that the Borrower agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary to consummate and make effective the conversion contemplated by this Section 2.10. (b) If The Convertible Portion of the Borrower Loans delivered for conversion will be deemed to have been converted immediately prior to 5:00 p.m. New York time on the Loan Conversion Date. The Lender shall fail be entitled to select rights with regard to the Type Common Stock only to the extent such Convertible Portion of Loans has been converted (or deemed to have converted) into Common Stock pursuant hereto. (c) The right of conversion attaching to the Convertible Portion of any Loan may be exercised (i) if such Loan is not represented by a promissory note, by book-entry transfer by the Lender, or (ii) if such Loan is represented by a promissory note, by delivery of such promissory note to the duration Borrower, accompanied, in either case, by: (1) a duly signed and completed Conversion Notice, in the form as set forth as Exhibit B (a “Conversion Notice”), which Conversion Notice shall specify the Convertible Portion of such Loan to be converted; (2) if any promissory note has been lost, stolen, destroyed or mutilated, a notice to the Borrower regarding the loss, theft, destruction or mutilation of the promissory note together with reasonable indemnity for the Borrower; (3) appropriate endorsements and transfer documents if reasonably required by the Borrower; and (4) payment of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur transfer tax due that is payable solely as a result of the circumstances described issue, delivery or registration of the Common Stock in subsection (b) and (c) the name of Section 2.16 or subsection (c) a Person other than the Lender. The date on which the Lender satisfies all of the requirements in the immediately preceding sentence is the “Loan Conversion Date.” Notwithstanding any other provision of this Section 2.19Agreement, such Loan will automaticallythe Borrower may not, on the last day of the then-existing Interest Period thereforand shall not, Convert into an Alternate Base Rate Loan. redeem or prepay any Loans (cor any portion thereof) Each with respect to which a Conversion Notice of Conversion/Continuation given pursuant has been delivered to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In The Borrower shall deliver to the case Lender the number of whole shares of Common Stock issuable upon the conversion of the Convertible Portion of the Loans in accordance with Section 2.10(a) (and cash in lieu of any fractional shares) no later than five (5) Business Days following the relevant Loan that is to Conversion Date. All such shares shall be converted to a LIBOR Rate Loanfully paid, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement duly authorized and the Notes issued and the termination of the Commitmentnonassesable. (d) Upon conversion of a Loan and receipt of Common Stock issued upon conversion of the Convertible Portion of the Loans, the recipient of such Common Stock shall no longer be the Lender to the extent of such converted Loan. No more than six LIBOR adjustment will be made to the Conversion Rate Loans may be outstanding at any timefor accrued and unpaid interest on a converted Loan except as provided herein. (e) Upon surrender of a Loan evidenced by a promissory note that is converted in part, the Borrower shall execute and deliver to the Lender a new note evidencing the Loan equal in principal amount to the unconverted portion of the Loan promissory note surrendered.

Conversion of Loans. (a) The Borrower may on convert Term Loans from one Type of Term Loans to another Type of Term Loans; provided, however, that (i) any Business Day (in the case conversion of Alternate LIBOR Term Loans into Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Term Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made effective on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan Term Loans and (ii) Term Loans shall be converted only in amounts of $5,000,000 and increments of $1,000,000 in excess thereof. Borrower shall request such a conversion by delivering to Administrative Agent a LIBOR Rate Loan if any Event written notice in the form of Default shall have occurred and be continuing. Each such Exhibit C-3, appropriately completed (a "Notice of a Conversion/ContinuationConversion of Loan Type"), within the restrictions specified abovewhich contains or specifies, specifying therein among other things: (ia) the date of such ConversionTerm Loans, (ii) the Loans or portion thereof, which are to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan.converted; (b) If the Borrower shall fail to select the Type of any Loan Term Loans into which such Term Loans, or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan portion thereof, are to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan.be converted; (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is if such Term Loans are to be converted to a into LIBOR Rate LoanTerm Loans, the initial Interest Period selected by Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth Term Loans (which Interest Period shall be selected in Article III, including, without limitation, any loss, cost or expense incurred accordance with Section 2.1.7(d) and if an Interest Period is not so designated a one month Interest Period shall be deemed selected by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment.); (d) No more than six LIBOR Rate Loans the proposed date of the requested conversion (which shall be a Banking Day and otherwise in accordance with this Section 2.1.9; and (e) a certification by Borrower that no Event of Default has occurred and is continuing. Borrower shall so deliver each Notice of Conversion of Loan Type so as to provide at least the applicable Minimum Notice Period. Any Notice of Conversion of Loan Type may be outstanding modified or revoked by Borrower through the Banking Day prior to the Minimum Notice Period, and shall thereafter be irrevocable. Each Notice of Conversion of Loan Type shall be delivered by first-class mail, facsimile or electronic mail to Administrative Agent at the office, to the facsimile number or to the electronic mail address and as otherwise specified in Section 11.1; provided, however, that Borrower shall promptly deliver to Administrative Agent the original of any timeNotice of Conversion of Loan Type initially delivered by facsimile or electronic mail. Administrative Agent shall promptly notify each Lender of the contents of each Notice of Conversion of Loan Type.

Conversion of Loans. (a) The So long as no Event of Default exists and is continuing, the Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans)Day, upon notice given the Borrower’s giving of a Notice of Conversion to the Lender not later than 12:00 noon (CharlotteAdministrative Agent by telecopy, North Carolina time) on the third LIBOR Business Day prior to the date electronic mail or other similar form of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14communication, Convert any Loans all or a portion of a Loan of one Type into Loans a Loan of another Type or Types or Loans of the same Type having Type; provided, however, a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Base Rate Loan may not be Converted into a SOFR Loan if an Event of Default exists and is continuing. Each Conversion of Base Rate Loans into SOFR Loans shall be in an aggregate minimum amount of another Type $2,000,000 and integral multiples of $500,000 in excess of that amount. Any Conversion of a Term SOFR Loan into a Base Rate Loan or Loans of the same Type having new Interest Periods a Daily Simple SOFR Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Term SOFR Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of Conversion shall be given not later than (i) 11:00 a.m. (x) in the case of a Loan Converting to a Daily Simple SOFR Loan, on the U.S. Government Securities Business Day of such proposed Conversion/Continuation, within (y) in the case of a Loan converting to a Term SOFR Loan, two (2) U.S. Government Securities Business Days before the day on which a proposed Conversion of such Loan is to be effective or (z) in the case of a Loan converting to a Base Rate Loan, on the Business Day of such Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying therein (ia) the requested date of such Conversion, (iib) the Loans Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (iiie) if such Conversion is into, or with respect to LIBOR Rate Loansinto a Term SOFR Loan, the requested duration of the Interest Period for each of such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) . Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 Conversion shall be irrevocable by and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitmentonce given. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. The Borrower shall have the right from time to time to convert all or any part of any Loan into a Loan of a different Type or subject to the terms hereof convert among LIBOR Rate Loans; provided, however, that: (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall may only be made on, and only on, converted on the last day of an Interest Period therefore; (b) except for conversions into Base Rate Loans, no conversions of a LIBOR Rate Loan shall be made while an Event of Default exists or if the interest rate for such LIBOR Rate Loan, unless Loan would exceed the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such ConversionMaximum Rate; provided further, that no (c) each LIBOR Rate Loan shall be in an amount equal to $1,000,000.00 and incremental multiples of $1,000,000.00; (d) no more than four (4) LIBOR Rate Loans may be outstanding at any time; and (e) once selected, no Term Fixed Rate Loan may be converted into a Term Base Rate Loan or a Term LIBOR Rate Loan. Notice by the Borrower to the Agent of conversions of Loans shall be irrevocable and shall be effective only if received by the Agent not later than 12:00 p.m. (noon) (St. Louis, Missouri time) on (a) the Business Day of the conversion into Base Rate Loans and (b) the Business Day three (3) Business Days before the conversion to or continuation of a LIBOR Rate Loan if any Event of Default Loan. The Agent shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within notify the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration Banks of the Interest Period for contents of each such Loan. (b) If notice on the day of its receipt of the same or, if received on or after the applicable time set forth above on a Business Day, on the next Business Day. In the event the Borrower shall fail fails to select the Type of any Loan applicable to an Advance, or portion thereof, or the duration of any Interest Period for any LIBOR Rate Loan Loan, within the time period and otherwise as provided in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or 2.07(b), such Loan (if any proposed Conversion of a Loan to outstanding as a LIBOR Rate Loan) will be automatically converted into a Base Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period thereforfor such Loan or (if outstanding as a Base Rate Loan) will remain as, Convert into an Alternate or (if not then outstanding) will be made as, a Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower Subject to Section 2.13, the Borrowers may on convert any Business Day (in Revolving Loan Borrowing or any Portion of the case Term Loan Borrowing from one Type of Alternate Base Rate Loans) and on any LIBOR Business Day (in Revolving Loan Borrowing or Portion of the case of LIBOR Rate Loans)Term Loan Borrowing, upon notice given respectively, to the Lender not later than 12:00 noon other Type; provided, however, that any conversion of (Charlotte, North Carolina timei) on the third LIBOR Business Day prior to the date a Revolving Loan Borrowing consisting of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to into a Revolving Loan Borrowing consisting of LIBOR Loans shall be in the provisions amount of Section 2.14$1,000,000 or an integral multiple of $250,000 in excess thereof, Convert any (ii) a Revolving Loan Borrowing consisting of LIBOR Loans into a Revolving Loan Borrowing consisting of one Type into Base Rate Loans shall be in the amount of another Type $500,000 or Types or Loans an integral multiple of $100,000 in excess thereof, (iii) a Base Rate Portion of the same Type having Term Loan Borrowing into a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans Portion of the same Type having new Interest Periods Term Loan Borrowing shall be made onin the amount of $2,500,000 or an integral multiple of $500,000 in excess thereof and (iv) a LIBOR Portion of the Term Loan Borrowing into a Base Rate Portion of the Term Loan Borrowing shall be in the amount of $1,000,000 or an integral multiple of $250,000 in excess thereof; provided, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Base Rate Loan shall or Base Rate Portion may be converted to into a LIBOR Rate Loan if any or LIBOR Portion, respectively, after the occurrence and during the continuance of an Event of Default shall have occurred and be continuing. Each such Notice provided, further, that any conversion of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of LIBOR Portion on any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on day other than the last day of the then-existing Interest Period therefor, Convert into therefor shall be subject to the payments required under Section 2.13. The Borrowers shall request such a conversion by delivering to the Administrative Agent an Alternate Base Rate Loan. irrevocable written notice to the Administrative Agent substantially in the form of Exhibit B (c) Each a “Notice of Conversion/Continuation given pursuant ”), duly executed by a Responsible Officer of the Borrowers and appropriately completed, which specifies, among other things: (i) The Revolving Loan Borrowing or the Portion of the Term Loan Borrowing which is to subsection be converted, as applicable; (aii) The Type of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Revolving Loan that Borrowing into which such Revolving Loan Borrowing is to be converted or the amount and Type of each Portion of the Term Loan Borrowing into which it is to be converted, as applicable; (iii) If such Revolving Loan Borrowing is to be converted into a Revolving Loan Borrowing consisting of LIBOR Loans or if any Portion of the Term Loan Borrowing is to be converted into a LIBOR Portion, the initial Interest Period selected by the Borrowers for such LIBOR Loans or LIBOR Portion in accordance with Section 2.01(f), as applicable; and (iv) The date of the requested conversion, which shall be a Business Day. The Borrowers shall give each Notice of Conversion to the Administrative Agent not later than 10:00 a.m. at least three (3) Business Days before the date of the requested conversion of a Base Rate Loan into a LIBOR Loan (or Base Rate Portion into a LIBOR Portion) or at least one (1) Business Day before the date of the requested conversion of a LIBOR Loan into a Base Rate Loan (or a LIBOR Portion into a Base Rate Portion). Each Notice of Conversion shall be delivered by first-class mail or facsimile or by e-mail containing a PDF of such signed and completed Notice of Conversion to the Administrative Agent at the office or to the facsimile number or e-mail address and during the hours specified in Section 8.01 (or, in lieu of delivering a Notice of Conversion, Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this Section 2.01(e), provided that such notice shall be immediately confirmed in writing by delivery of a duly executed Notice of Conversion by facsimile or email as described above); provided, however, that, upon request by the Administrative Agent, the Borrowers shall promptly deliver to the Administrative Agent the original of any Notice of Conversion initially delivered by facsimile or e-mail. The Administrative Agent shall promptly notify (x) each Revolving Lender of the contents of each Notice of Conversion relating to Revolving Loans and (y) each Term Lender of the contents of each Notice of Conversion relating to Term Loans or Portions thereof. For the avoidance of doubt, the provisions of this Section 2.01(e) relate to the conversion of the type of interest rate (LIBOR or Base Rate) applicable to the applicable Loans or Portions and do not permit the conversion of a Revolving Loan, the Borrower shall indemnify the Lenders against Term Loan or Portion into any loss, cost or expense incurred by the Lenders as a result other kind of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentLoan provided hereunder. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another LEGAL02/33561677v8 Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. Upon the occurrence of any of the following events: (a) an Event of Default specified in clause (i) or (ii) of Section (b) at the request of the Administrative Agent in its discretion or upon the direction of the Required Lenders, in each case, upon the occurrence of an Event of Default specified in Section 9(a) with respect to any Loan or Reimbursement Obligation or interest or other amount payable thereon in an Available Foreign Currency; then, (i) if such event is an event specified in clause (a) above, () all outstanding Multicurrency Loans and Reimbursement Obligations denominated in an Available Foreign Currency shall promptly be converted into Dollars at the actual exchange rate at which each Lender is able to obtain the applicable amount of the relevant Available Foreign Currency for Dollars and () all outstanding Letters of Credit denominated in any Available Foreign Currency with respect to which presentment for honor shall not have occurred at the time of the occurrence of such event shall automatically be converted by the relevant Issuing Lender thereof into Dollars in the manner provided in clause (A) of this paragraph (i) immediately after the time, if any, at which a draft shall have been presented under any such Letter of Credit and shall have been paid by the relevant Issuing Lender; and (ii) if such event is an event specified in clause (b) above, with respect to the affected Available Foreign Currency () all outstanding Multicurrency Loans and Reimbursement Obligations denominated in such Available Foreign Currency shall promptly be converted into Dollars at the actual exchange rate at which each Lender is able to obtain the applicable amount of such Available Foreign Currency for Dollars and () all outstanding Letters of Credit denominated in such Available Foreign Currency with respect to which presentment for honor shall not have occurred at the time of the occurrence of such event shall be automatically converted into Dollars in the manner provided in clause (A) of this paragraph (ii) immediately after the time, if any, at which a draft shall have been presented under any such Letter of Credit and shall have been paid by the relevant Issuing Lender. Promptly following any such conversion, each Lender shall notify the Administrative Agent of the exchange rate utilized by it in making its conversion (which rate shall be deemed to be correct, in the absence of manifest error) and the amount in Dollars of its relevant converted Loans (after giving effect to such conversion). The Administrative Agent promptly shall notify each Lender and the Borrower may on any Business Day of the aggregate outstanding principal amount (in Dollars) of such converted Loan and shall provide the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in Borrower with the case of LIBOR Rate Loans), upon notice given conversion data provided to the Lender not later than 12:00 noon Administrative Agent by each Lender. From and after such conversion, (Charlotte) all such specified Loans shall be deemed to be outstanding in Dollars as ABR Loans (with such conversion constituting, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions for purposes of Section 2.144.11, Convert any a prepayment of such Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, before the last day of an the Interest Period for with respect thereto) and () all amounts from time to time accruing, and all amounts from time to time payable, on account of such LIBOR Rate Loanconverted Loans (including, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 without limitation, any interest and other amounts which were accrued but unpaid on the date of such Conversion; provided further, that no Loan conversion) shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) payable in Dollars as if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each Loan originally had been made in Dollars. Any such Loan. request specified in clause (b) If of this Section 4.16 shall be made by delivering to the relevant Lenders and the Borrower shall fail a notice to select the Type of any such effect (an "Acquisition Loan or the duration of any Interest Period for any LIBOR Rate Conversion Notice"), which Acquisition Loan in accordance with the provisions contained Conversion Notice shall, in the definition case of “Interest Period” the event specified in Section 1.01 and subsection clause (a) of this Section 2.19 or if any proposed Conversion of a Loan 4.16, be deemed to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will have been delivered automatically, on without actual delivery thereof or any other action by any Person, immediately prior to the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result occurrence of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitmentevent. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower Subject to Section 2.13, the Borrowers may on convert any Business Day (in the case Revolving Loan Borrowing from one Type of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given Revolving Loan Borrowing to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Periodother Type; provided that any Conversion of, or with respect to, any conversion of a Revolving Loan Borrowing consisting of Base Rate Loans into a Revolving Loan Borrowing consisting of LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made onin the amount of $50,000 or an integral multiple of $10,000 in excess thereof and any conversion of a Revolving Loan Borrowing consisting of LIBOR Loans into a Revolving Loan Borrowing consisting of Base Rate Loans shall be in the amount of $100,000 or an integral multiple of $10,000 in excess thereof; provided, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that (i) no Base Rate Loan shall may be converted to into a LIBOR Rate Loan if any after the occurrence and during the continuance of an Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion conversion of a LIBOR Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on any day other than the last day of the then-existing Interest Period therefor, Convert into therefor shall be subject to the payments required under Section 2.13. The Borrowers shall request such a conversion by delivering to the Administrative Agent an Alternate Base Rate Loan. irrevocable written notice to the Administrative Agent substantially in the form of Exhibit B (c) Each a “Notice of Conversion/Continuation given pursuant ”), duly executed by a Responsible Officer of the Borrowers and appropriately completed (or shall notify the Administrative Agent by telephone, to subsection be promptly confirmed by the delivery to the Administrative Agent of a signed Notice of Conversion, which may be delivered by facsimile or e-mail), which specifies, among other things: (ai) The Revolving Loan Borrowing which is to be converted; (ii) The Type of this Section 2.19 shall Revolving Loan Borrowing into which such Revolving Loan Borrowing is to be irrevocable and binding on the Borrower. In the case of any converted; (iii) If such Revolving Loan that Borrowing is to be converted into a Revolving Loan Borrowing consisting of LIBOR Loans, the initial Interest Period selected by the Borrowers for such LIBOR Loans in accordance with Section 2.01(f), as applicable; and (iv) The date of the requested conversion, which shall be a Business Day. The Borrowers shall give each Notice of Conversion to the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days before the date of the requested conversion of a Base Rate Loan into a LIBOR Loan or at least one (1) Business Day before the date of the requested conversion of a LIBOR Loan into a Base Rate Loan. Each Notice of Conversion shall be delivered by first-class mail or facsimile or by e-mail containing a PDF of such signed and completed Notice of Conversion to the Administrative Agent at the office or to the facsimile number or e-mail address and during the hours specified in Section 8.01; provided, however, that, if requested by the Administrative Agent, the Borrower Borrowers shall indemnify promptly deliver to the Lenders against any loss, cost or expense incurred by Administrative Agent the Lenders as a result original of any failure to fulfill on the date specified for such Notice of Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost initially delivered by facsimile or expense incurred by reason e-mail. The Administrative Agent shall promptly notify each Lender of the liquidation or redeployment contents of deposits or other funds acquired by the Lenders each Notice of Conversion relating to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentRevolving Loans. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may Borrowers shall have the option to convert on any Business Day occurring on or after the Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (in the case of Alternate other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan under such Tranche; provided that (i) except as otherwise provided in Section 2.10(b) or unless the Borrowers pay all breakage costs and on other amounts owing to each Lender pursuant to Section 2.11 concurrently with any LIBOR Business Day (in the case of LIBOR Rate Loans)such conversion, upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion Eurodollar Loans may be converted into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, on the last day of an Interest Period for applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such LIBOR Rate LoanBorrowing to less than the Minimum Borrowing Amount applicable thereto, and (ii) unless the Borrower shall also reimburse the Required Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in respect thereof pursuant to Section 2.12 existence on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuingthe conversion. Each such conversion shall be effected by the Borrowers by giving the Administrative Agent at its Notice Office, prior to 12:00 Noon (Philadelphia time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of a Conversion/Continuation, within the restrictions specified above, ”) specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iiiso converted, the Borrowing(s) pursuant to which the Loans were made and, if such Conversion is into, or with respect to LIBOR Rate be converted into a Borrowing of Eurodollar Loans, the duration Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Interest Period for each such LoanLoans being converted. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Each Borrower may on convert any Business Day Loan from one Type of Loan to another Type; provided, however, that (in the case of Alternate Base Rate Loansi) and on any LIBOR Business Day (in the case conversion of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion Loans into LIBOR Rate ABR Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the first day after the last day of an Interest Period for such LIBOR Rate LoanLoans, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan and (ii) Loans shall be converted only in amounts of $5,000,000 and increments of $1,000,000 in excess thereof. Such Borrower shall request such a conversion by a written notice to Administrative Agent in the form of Exhibit C-2, appropriately completed (a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such “Notice of a Conversion/ContinuationConversion of Loan Type”), within which specifies: (a) the restrictions specified aboveLoans, specifying therein or portion thereof, which are to be converted; (ib) the Type into which such Loans, or portion thereof, are to be converted; (c) if such Loans are to be converted into LIBOR Loans, the initial Interest Period selected by such Borrower for such Loans in accordance with Section 2.1.2.4(b); (d) whether such Loans are Purchase Tranche Loans or Backstop Tranche Loans; (e) whether the Borrower is Holdco Borrower or Target Opco Borrower; and (f) the date of such Conversionthe requested conversion, (ii) the Loans to which shall be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the a Banking Day. Such Borrower shall fail to select the Type give each Notice of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan Type to a LIBOR Rate Administrative Agent so as to provide at least the applicable Minimum Notice Period. Any Notice of Conversion of Loan upon Conversion Type may be modified or revoked by such Borrower through the Banking Day prior to the Minimum Notice Period, and shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) thereafter be irrevocable. Each Notice of Conversion/Continuation given pursuant to subsection (a) Conversion of this Section 2.19 Loan Type shall be irrevocable delivered by first-class mail or telecopy to Administrative Agent at the office or to the telecopy number and binding on as otherwise specified in Section 8.1; provided, however, that such Borrower shall promptly deliver to Administrative Agent the Borrower. In the case original of any Notice of Conversion of Loan that is to be converted to a LIBOR Rate Loan, the Borrower Type initially delivered by telecopy. Administrative Agent shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason promptly notify each Lender of the liquidation or redeployment contents of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result each Notice of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment Conversion of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentLoan Type. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans)Day, upon notice given to the Lender Administrative Agent not later than 12:00 noon 1:00 PM (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.142.16, Convert any all Loans of one Type into Loans of another Type or Types or Loans of the same Type having the same or a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having the same or new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 2.11 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice notice of a Conversion/ContinuationConversion shall, within the restrictions specified above, specifying therein specify (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “"Interest Period” in Section 1.01 " and subsection (a) of this Section 2.19 2.17 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.192.17, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate a Base Rate Loan. (c) Each Notice notice of Conversion/Continuation Conversion given pursuant to subsection (a) of this Section 2.19 2.17 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any lossloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by the Lenders such Lender to fund such LIBOR Rate Loan, as the case may be, Loan upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s 's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes other Loan Documents and the termination of the Commitment. (d) No more than six twelve (12) Types of LIBOR Rate Loans may be outstanding at any time. (e) References in this Section 2.17 to "Loans" and "Types of Loans" shall not include the Swing Line Loans.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans)Day, upon notice given to the Lender Administrative Agent not later than 12:00 noon (Charlotte, North Carolina time) 11:00 A.M. on the third LIBOR U.S. Government Securities Business Day prior to the date of any proposed Conversion into LIBOR Rate or Continuation as SOFR Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.142.18, Convert any all Loans of one Type into Loans of another Type or Types or Continue Loans of the same Type having the same or a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted Converted to or Continued as a LIBOR Rate SOFR Loan if any Event of Default shall have occurred and be continuing. Each such Notice notice of a Conversion/ContinuationConversion or Continuation shall, within the restrictions specified above, specifying therein specify (i) the date of such ConversionConversion or Continuation, (ii) the Loans to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to LIBOR Rate SOFR Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate SOFR Loan in accordance with the provisions contained in the definition of “Interest Period” in and Section 1.01 and subsection (a2.19(a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate SOFR Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 2.18 or subsection (c) of this Section 2.192.19(c), such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate a Base Rate Loan. (c) Each Notice notice of Conversion/Conversion or Continuation given pursuant to subsection (aSection 2.19(a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted Converted to a LIBOR Rate SOFR Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, including any lossloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment reemployment of deposits or other funds acquired by the Lenders such Lender to fund such LIBOR Rate SOFR Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes other Loan Documents and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any timeReferences in this Section 2.18(b) to “Loans” and “Types of Loans” shall not include the Swingline Loans.

Conversion of Loans. (a) The At any time after Loans are requested by the Borrower may on any Business Day (in pursuant to Section 2.1, and made by the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans)Lenders pursuant to Section 2.1, upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14terms and conditions hereof, Convert any Loans of one Type into Loans of another Type the Borrower may from time to time elect to change or Types or Loans of the same Type having a new Interest Period; provided that any Conversion ofcontinue, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only onto all Loans, the last day Type of an Interest Period for such LIBOR Rate LoanLoan or, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided furthera portion thereof, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein as follows: (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion Loan is into, or with respect to LIBOR a SOFR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing current Interest Period applicable thereto, the Borrower may continue part or all of such Loan as a SOFR Rate Loan or convert part or all of such Loan into a Base Rate Loan or (ii) if such Loan is a Base Rate Loan, on any Banking Day, the Borrower may convert all or part of such Loan into a SOFR Rate Loan for an Interest Period or Interest Periods specified by the Borrower; provided, such election shall be in writing in the form of the Notice of Conversion or Continuation of Loan defined below or such other form as is acceptable to Administrative Agent and the Lenders. Subject to the limitations set forth in Section 2.4(b), Borrower may elect, from time to time, to change the Interest Period of each Loan, provided that such election shall not be effective until the end of the Interest Period in which the election is made; provided, further, such election shall be in writing in the form of the Notice of Conversion or Continuation of Loan defined below or such other form as is acceptable to Administrative Agent and the Lenders. Borrower may contact Administrative Agent at any time prior to the end of an Interest Period, for a quotation of Daily Compounded SOFR in effect at such time for given Interest Periods. Borrower may select an Interest Period telephonically within the time periods specified in this Section 2.4, but at least two (2) Banking Days before the proposed date of Conversion or Continuation of the Term Loan, which selection shall be irrevocable. The interest rate applicable to an Interest Period selected by Borrower for SOFR Rate Loans shall be that in effect two (2) Banking Days before the first day of the applicable Interest Period selected. Borrower shall confirm such telephonic notice to Administrative Agent by email on the day such notice is given (in substantially the form of Exhibit D-3, a “Notice of Conversion or Continuation of Loan”). Borrower shall promptly deliver to Administrative Agent the original of the Notice of Conversion or Continuation of Loan initially delivered by email. Subject to the limitations set forth above, if Bxxxxxxx fails to notify Administrative Agent of the next Interest Period for any SOFR Rate Loans in accordance with this Section 2.4, such Loans shall automatically convert to Loans having an Interest Period of three (3) months on the last day of the current Interest Period therefor, Convert into an Alternate Base or such shorter period as Administrative Agent may determine in its sole and absolute discretion. Administrative Agent shall, as soon as practicable (and, in any case, within two (2) Banking Days) after a SOFR Rate Loan is made or continued, notify Borrower of each determination of the Daily Compounded SOFR applicable to each Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.. LEGAL02/33559407v8

Conversion of Loans. The Borrowers may convert all or any part of any outstanding Prime Loan, LIBOR Loan or Fixed Loan (herein in this Section 2.6 called an "Old Loan") into another Prime Loan, LIBOR Loan or Fixed Loan of the same type or of another of such types (herein in this Section 2.6 called a "New Loan"), by giving advance notice thereof in accordance with the procedures set forth in Section 2.4 or Section 2.5, whichever is applicable (which notice shall, in addition to the matters specified in Section 2.4 or Section 2.5, specify the type and amount of the Old Loan that is to be converted into the New Loan which is requested pursuant to Section 2.4 or Section 2.5); provided that: (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any no LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type Loan or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Fixed Loan shall be converted to a LIBOR Rate Loan if on any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on day other than the last day of the then-existing current Interest Period thereforrelating to such LIBOR Loan or Fixed Loan (except as permitted under Section 2.16), Convert into (b) no LIBOR Loan or Fixed Loan shall in any event have (and the Borrowers shall not in any event designate) an Alternate Base Rate Loan. Interest Period ending after the Commitment Termination Date, (c) Each Notice no New Loan of Conversion/Continuation given a particular type shall be less than the amount specified in Section 2.4(c), Section 2.5(a)(iii) or Section 2.5(b)(iii) applicable to such type and (d) no conversion shall be permitted hereunder when a Default or Event of Default has occurred and is continuing. If, with respect to any Old Loan which is a LIBOR Loan or Fixed Loan, the Borrowers do not give the notice provided for in this Section 2.6, or no conversion with respect thereto shall be permitted pursuant to subsection (a) of this Section 2.19 the preceding sentence, the Borrowers shall be irrevocable and binding on the Borrower. In the case of any deemed to have requested that such Old Loan that is to be converted to a LIBOR Rate Prime Loan in the same principal amount. In effecting each conversion, the Bank shall, on the Borrowers' behalf, directly apply the proceeds of the New Loan to the payment of the Old Loan, and only the Borrower excess (if any) of the proceeds of the New Loan over the amount being repaid shall indemnify be directly paid over to the Lenders against any loss, cost or expense incurred Borrowers. No notice of conversion given pursuant to this Section 2.6 shall be revocable by the Lenders as a result of Borrowers at any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired time after its receipt by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentBank. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. Upon the occurrence of any of the ------------------- following events: (a) an Event of Default specified in clause (i) or (ii) of Section 9(f); or (b) at the request of the Administrative Agent and the Syndication Agent in their discretion or upon the direction of the Required Lenders, in each case, upon the occurrence of any other Event of Default; or (c) at the request of the Administrative Agent and the Syndication Agent in their discretion or upon the direction of the Majority Foreign Lenders in respect of a particular Optional Currency, in each case, upon the occurrence of an Event of Default specified in Section 9(a) with respect to any Loan or Reimbursement Obligation or interest or other amount payable thereon in such Optional Currency; then, (i) if such event is one of the events specified in clause (a) or (b) above (A) all outstanding Revolving Credit Loans, Reimbursement Obligations and Swing Line Loans denominated in any Optional Currency shall promptly be converted by each Lender thereof into Dollars at the actual exchange rate at which such Lender is able to obtain the applicable amount of the relevant Optional Currency and (B) all outstanding Letters of Credit denominated in any Optional Currency with respect to which presentment for honor shall not have occurred at the time of the occurrence of such event shall automatically be converted by the relevant Issuing Lender thereof into Dollars in the manner provided in clause (A) of this paragraph (i) immediately after the time, if any, at which a draft shall have been presented under any such Letter of Credit and shall have been paid by the relevant Issuing Lender; (ii) if such event is an event specified in clause (c) above with respect to any Optional Currency (A) all outstanding Revolving Credit Loans, Reimbursement Obligations and Swing Line Loans in such Optional Currency shall promptly be converted by each Lender thereof into Dollars at the actual exchange rate at which such Lender is able to obtain the applicable amount of such Optional Currency and (B) all outstanding Letters of Credit 105 denominated in such Optional Currency with respect to which presentment for honor shall not have occurred at the time of the occurrence of such event shall be automatically converted into Dollars in the manner provided in clause (A) of this paragraph (ii) immediately after the time, if any, at which a draft shall have been presented under any such Letter of Credit and shall have been paid by the relevant Issuing Lender; and (iii) to the extent that, after giving effect to any actual recoveries on such Obligations, the Tranche B Term Loan Lenders would, in the absence of the conversion described in this clause (iii) below, be obligated to fund a purchase of a participating interest in the Obligations pursuant to Section 12.7 in any Optional Currency, all outstanding Term Loans denominated in any Optional Currency shall promptly be converted by each Lender thereof into Dollars at the actual exchange rate at which such Lender is able to obtain the applicable amount of the relevant Optional Currency. Promptly following any such conversion, each such Lender shall notify the Administrative Agent of the exchange rate utilized by it in making its conversion (which rate shall be deemed to be correct, in the absence of manifest error) and the amount in Dollars of its relevant converted Loans (after giving effect to such conversion). The Administrative Agent promptly shall notify each such Lender, the relevant Borrower may on any Business Day and the Company of the aggregate outstanding principal amount (in Dollars) of such converted Loan and shall provide the case of Alternate Base Rate Loans) relevant Borrower and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given Company with the conversion data provided to the Lender not later than 12:00 noon Administrative Agent by each such Lender. From and after such conversion, (Charlotte, North Carolina timei) on the third LIBOR Business Day prior all such specified Loans shall be deemed to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate be outstanding in Dollars as Base Rate Loans subject to the provisions (with such conversion constituting, for purposes of Section 2.143.14, Convert any a prepayment of such Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, before the last day of an the Interest Period for with respect thereto) and (ii) all amounts from time to time accruing, and all amounts from time to time payable, on account of such LIBOR Rate Loanconverted Loans (including, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 without limitation, any interest and other amounts which were accrued but unpaid on the date of such Conversion; provided further, that no Loan conversion) shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) payable in Dollars as if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each Loan originally had been made in Dollars. Any such Loan. request specified clause (b) If or (c) of this Section 12.8 shall be made by delivering to the relevant Lenders, the relevant Borrower shall fail and the Company a notice to select the Type of any such effect (an "Acquisition Loan or the duration of any Interest Period for any LIBOR Rate ---------------- Conversion Notice"), which Acquisition Loan in accordance with the provisions contained Conversion Notice shall, in the definition case ----------------- of “Interest Period” the event specified in Section 1.01 and subsection clause (a) of this Section 2.19 or if any proposed Conversion of a Loan 12.8, be deemed to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will have been delivered automatically, on without actual delivery thereof or any other action by any Person, immediately prior to the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result occurrence of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitmentevent. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment.. LEGAL02/33558006v8 (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Loans other than LIBOR Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.142.15, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 2.10 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such notice of a Conversion (a “Notice of a Conversion/Continuation”) shall be in substantially the form of Exhibit D-2 hereto, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 2.16 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 2.15 or subsection (c) of this Section 2.192.16, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation Conversion given pursuant to subsection (a) of this Section 2.19 2.16 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may In the event that all amounts ------------------- hereunder are not repaid in full on the Termination Date, the Lender may, in its sole discretion, convert all or any Business Day portion of the principal and any outstanding interest under the Note into Ordinary Shares (in the case of Alternate Base Rate Loans"Conversion Shares") and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given at a ----------------- purchase price equal to the Lender not later than 12:00 noon greater of 85% multiplied by the lesser of (Charlotte, North Carolina timei) the 10-day average closing price on the third LIBOR Business Day Closing Date (for the 10 trading days prior to the date hereof) of any proposed Conversion into LIBOR Rate Loans the Borrower's American Depository Shares ("ADSs") and (ii) the 10-day average closing price on the Business Day Conversion Date (as defined below) (for the 10 trading days prior to the date thereof) of the ADSs as such closing price quoted on any proposed Conversion into Alternate Base Rate Loans subject securities exchange or automated quotation system on which any securities of the Borrower may be listed or quoted; provided, however, that in no event shall the purchase price per share be less than the par value of the Ordinary Shares. The Borrower hereby agrees to pay all stamp duty reserve taxes to the provisions of Section 2.14IRS, Convert any Loans of one Type into Loans of another Type or Types or Loans fees to the securities depository in respect of the same Type having a new Interest Period; provided that any Conversion of, or ADSs and all other fees and expenses associated with respect to, any LIBOR Rate Loan converting such Ordinary Shares into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders ADSs in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loanregistered form. (b) If The Lender's conversion rights (the "Conversion Rights") hereunder ----------------- shall be exercised by the tender to the Borrower shall fail at any time during usual business hours at its principal place of business, of written notice (the "Conversion Notice") that the Lender elects to select exercise its conversion rights ----------------- specifying the Type of any Loan name or the duration of any Interest Period for any LIBOR Rate Loan in accordance names (with the provisions contained address) in the definition Ordinary Shares are to be issued and the ADSs registered. If required by the Borrower, Lender shall provide written instrument or instruments of “Interest Period” transfer in Section 1.01 and subsection (a) of this Section 2.19 form reasonably satisfactory to the Borrower duly executed by the Lender or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loanits duly authorized legal representative. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 As used herein, "Conversion Date" shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loanmean, the Borrower shall indemnify date the Lenders against any loss, cost or expense incurred by the Lenders as Lender --------------- delivers a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing Notice to the Lenders under this Agreement and the Notes and the termination of the CommitmentBorrower in accordance with Section 2.6(a) hereof. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon 1:00 p.m. (CharlotteNew York, North Carolina New York time) on the third second LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan shall be converted to a LIBOR Rate Loan if any Event of Default shall have occurred and be continuing. No LIBOR Rate Loan shall be in an aggregate principal amount of less than $5,000,000. Each such Notice of a Conversion/Continuation, within the restrictions specified above, specifying therein (i) the date of such Conversion, (ii) the Loans to be Converted and (iii) if such Conversion is into, or with respect to LIBOR Rate Loans, the duration of the Interest Period for each such Loan. (b) If the Borrower shall fail to select the Type of any Loan or the duration of any Interest Period for any LIBOR Rate Loan in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and subsection (a) of this Section 2.19 or if any proposed Conversion of a Loan to a LIBOR Rate Loan upon Conversion shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) Each Notice of Conversion/Continuation given pursuant to subsection (a) of this Section 2.19 shall be irrevocable and binding on the Borrower. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitment. (d) No more than six LIBOR Rate Loans may be outstanding at any time.

Conversion of Loans. Borrower may convert Loans from one Type of Loan to another Type of Loan; provided, however, that (a) The Borrower may on any Business Day (in the case of Alternate Base Rate Loans) and on any LIBOR Business Day (in the case conversion of LIBOR Rate Loans), upon notice given to the Lender not later than 12:00 noon (Charlotte, North Carolina time) on the third LIBOR Business Day prior to the date of any proposed Conversion Loans into LIBOR Rate Loans and on the Business Day prior to the date of any proposed Conversion into Alternate Base Rate Loans subject to the provisions of Section 2.14, Convert any Loans of one Type into Loans of another Type or Types or Loans of the same Type having a new Interest Period; provided that any Conversion of, or with respect to, any LIBOR Rate Loan into Loans of another Type or Loans of the same Type having new Interest Periods shall be made effective on, and only on, the last first day after expiration of an Interest Period for such LIBOR Rate LoanLoans, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 2.12 on the date of such Conversion; provided further, that no Loan and (b) Loans shall be converted only in amounts of $500,000 and increments of $100,000 in excess thereof. Borrower shall request such a conversion by delivering to Administrative Agent a LIBOR Rate Loan if any Event written notice in the form of Default shall have occurred and be continuing. Each such Exhibit C-4, appropriately completed (a "Notice of a Conversion/ContinuationConversion of Loan Type"), within the restrictions specified abovewhich contains or specifies, specifying therein among other things: (i) the date of such ConversionLoans, or portion thereof, which are to be converted; (ii) the Type of Loans into which such Loans, or portion thereof, are to be Converted and converted; (iii) if such Conversion is into, or with respect Loans are to be converted into LIBOR Rate Loans, the duration of the initial Interest Period selected by Borrower for each such Loan. Loans (b) If the Borrower shall fail to select the Type of any Loan or the duration of any which Interest Period for any LIBOR Rate Loan shall be selected in accordance with Section 2.1.3(c)); (iv) the provisions contained proposed date of the requested conversion (which shall be a Banking Day and otherwise in the definition of “Interest Period” in Section 1.01 and subsection (a) of accordance with this Section 2.19 or if any proposed 2.1.6); and (v) a certification by Borrower that no Event of Default has occurred and is continuing. Borrower shall so deliver each Notice of Conversion of a Loan Type so as to a LIBOR Rate provide at least the applicable Minimum Notice Period. Any Notice of Conversion of Loan upon Conversion Type may be modified or revoked by Borrower through the Banking Day prior to the Minimum Notice Period, and shall not occur as a result of the circumstances described in subsection (b) and (c) of Section 2.16 or subsection (c) of this Section 2.19, such Loan will automatically, on the last day of the then-existing Interest Period therefor, Convert into an Alternate Base Rate Loan. (c) thereafter be irrevocable. Each Notice of Conversion/Continuation given pursuant to subsection (a) Conversion of this Section 2.19 Loan Type shall be irrevocable and binding on delivered in the Borrowermanner provided in Section 11.1. In the case of any Loan that is to be converted to a LIBOR Rate Loan, the Borrower Administrative Agent shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason promptly notify each Lender of the liquidation or redeployment contents of deposits or other funds acquired by the Lenders to fund such LIBOR Rate Loan, as the case may be, upon such Conversion, when such Conversion, as a result each Notice of such failure, does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment Conversion of all other amounts owing to the Lenders under this Agreement and the Notes and the termination of the CommitmentLoan Type. (d) No more than six LIBOR Rate Loans may be outstanding at any time.