Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan Loan, unless Borrower elects to pay the Borrowers pay Breakage Costs as required under this Agreementassociation with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000.00 or an integral multiple of $250,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an the same Interest Period of one month (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, in which case such Loan the Interest Period shall be automatically converted the Interest Period closest to a Base Rate the time remaining, without exceeding the time to the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable) at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing, and (iv) no Alternative Currency Loan shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default (except for a LIBOR Rate Loan denominated in an Alternative Currency which, during the continuance of a Default, shall continue as a LIBOR Rate Loan with an Interest Period of one (1) month, and during the continuance of an Event of Default, shall be converted to an Alternate Rate Loan). (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for with an Interest Period of one month unless such Interest Period month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such except for a LIBOR Rate Loan denominated in an Alternative CurrencyCurrency which, such if Borrower shall be precluded from obtaining a LIBOR Rate Loan, shall be converted to an Alternate Rate Loan). Notwithstanding anything to the contrary contained herein, a LIBOR Rate Loan shall denominated in an Alternative Currency may be continued in the then applicable Alternative Currency)same Interest Period or converted to a different Interest Period in accordance with this §4.1 in an amount equal to the same number of units of the relevant Currency for which such LIBOR Rate Loan was initially made regardless of whether the principal amount of such Loan as of such date of continuation or conversion is less than $1,000,000.00.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan of its outstanding Revolving Credit Loans any Class to a Revolving Credit Loan of the same Class but of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple and minimum increments of $250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Applicable Percentage of such Loans Loans, as applicable, to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity DateDate for the applicable Class of Loans, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Alternate Base Rate Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrowers shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, and then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of the an Interest Period with respect to such LIBOR Rate succeeding Business Day such Loan unless the Borrowers pay Breakage Costs shall bear interest as required under this Agreement; (ii) with respect to any such conversion of a if it were an Alternate Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice . All or any part of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR outstanding Alternate Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.9(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loan denominated in an Alternative CurrencyLoans is permitted hereunder, such Loan LIBOR Rate Loans shall be continued in automatically continue as a one (1) month LIBOR Rate Loan at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Term Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) 2.7.1. Conversion to Different Type of Revolving Credit Loan. ----------------------------------------------------- The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided -------- that (ia) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, and the Borrower shall give the Agent at least three (3) Eurodollar Business Days' prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; and (iid) with respect to any such conversion of a no Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its applicable Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided -------- that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 500,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall specify the Interest Period for such converted Eurodollar Rate Loan and shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time by delivering a Conversion Request in the form of Exhibit L to convert all or a portion of any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a an Alternate Base Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least one three (13) Business Day’s Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan thereto unless the Borrowers pay Borrower pays the related LIBOR Breakage Costs as required under this Agreement; (ii) with respect to any at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an a integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 500,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of notice provisions contained in §4.12.6(a) or (c); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate LoanLoan as such, such the affected LIBOR Rate Loan shall automatically be automatically continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period as other than during the continuance of a LIBOR Rate Loan for an Interest Period Default or Event of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity DateDefault, in which case such Loan shall it will be automatically converted to continued as a Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect Period. In such event, the Borrower shall be deemed to any such have requested a LIBOR Rate Loan denominated in an Alternative Currency, such Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to convert a Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a), elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued in the a LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than three (3) LIBOR Rate Loans then applicable Alternative Currency)outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than three (3) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Alternate Base Rate Loan.

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least one four (14) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (34) LIBOR Business Days’ Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be conversion and (iv) no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of notice provisions contained in §4.12.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate Loan, such Revolving Credit Loan shall be automatically continued at the end of the applicable Interest Period as which is a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than as such, the time remaining until the Revolving Credit Maturity Date, in which case such affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrowers may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to §2.4, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loan). Any Completed Revolving Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be continued deemed to be a Completed Revolving Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Lender in accordance with §15.12 and in any event on the then applicable Alternative Currency)same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower or any Regular Subsidiary Borrower may elect from time to time to convert LIBOR Loans in Dollars under any of its outstanding Revolving Credit Facility to ABR Loans to a Revolving Credit Loan of another Type and under such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such electionFacility, and may elect from time to time to convert ABR Loans in Dollars under any Revolving Facility to LIBOR Loans under such conversion shall only be made on Facility, by giving the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days’ prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof andhowever, after giving effect to the making of such Loan, there shall be no more than ten that (10i) Revolving Credit LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuingcontinuing without the consent of the Administrative Agent and (ii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding Revolving Credit LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of $2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be not less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers5,000,000. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower or the Regular Subsidiary Borrowers with the terms notice provisions contained in the definition of §4.1; Interest Period, provided that no LIBOR Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate an ABR Loan on the last day of the last Interest Period relating thereto ending during for which a LIBOR Rate was determined by the continuance Administrative Agent on or prior to the Administrative Agent’s obtaining knowledge of any such Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent No conversion or continuation of their election hereunder with respect to any LIBOR Rate Loan, such Loan Revolving Credit Loans under any Revolving Facility shall be automatically continued at made pursuant to this subsection 2.10 if, after giving effect to such conversion or continuation the end amount of the applicable Interest Period Available Facility A-1 Commitments, the Available Facility A-2 Commitments, the Available Facility B Commitments, the Available Facility C Commitments or the Available Facility D Commitments, as a LIBOR Rate Loan for an Interest Period the case may be, would be negative. (d) Conversions of one month unless such Interest Period Revolving Credit Loans in any currency to another currency shall be greater than the time remaining until the made by repaying such Revolving Credit Maturity Date, Loans and reborrowing in which case such Loan shall be automatically converted to a Base Rate Loan at other currency in compliance with the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)provisions hereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one month when any Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or 2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of this §4.1; provided that Borrower shall give Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, provided further that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one month when any Default or has occurred and is continuing, and no LIBOR Rate Loan may be continued as such for any period of time when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. After a Default or Event of DefaultDefault has been cured, Borrower may convert to or continue any LIBOR Rate Loan as otherwise provided herein. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as to a LIBOR Rate Loan for an Interest Period of with a one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000 or an integral multiple of $250,000 100,000 in excess thereof thereof, and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 500,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 500,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an with a one (1) month Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Alternate Base Rate Loans or Index Rate Loans to a Revolving Credit Loan LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of another Type and such Revolving Credit Loans shall thereafter bear interest the requested conversion. A form of Notice of Conversion/ Extension is attached as a Schedule 2.8. If the date upon which an Alternate Base Rate Loan or Index Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan or Index Rate Loan, as applicable; . All or any part of outstanding Alternate Base Rate Loans or Index Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 3,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 1,000,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.8(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Alternate Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit the Outstanding Loans of any Class to a Revolving Credit Loan of the same Class but of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan, a Daily Simple SOFR Loan or a LIBOR Rate Term SOFR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Term SOFR Loan to a Base Rate Loan or a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Term SOFR Loan unless the Borrowers pay Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan or a Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan or any continuation of a Term SOFR Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the Class and principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) Revolving Credit LIBOR Rate Term SOFR Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate SOFR Loan when any Default or Event of Default has occurred and is continuing; ; and (iv) unless otherwise specified herein, no conversion from a Term SOFR Loan to a Base Rate Loan or a Daily Simple SOFR Loan may be made other than at the end of the applicable Interest Period. All or any part of the outstanding Revolving Credit Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Daily Simple SOFR Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Term SOFR Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan or a continuation of a SOFR Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Term SOFR Loan of any Class may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of this §4.1; provided that no LIBOR Rate Term SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Term SOFR Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Revolving Credit applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan of its outstanding Revolving Credit Loans any Class to a Revolving Credit Loan of the same Class but of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate SOFR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Term SOFR Loan, to a Base Rate Loan or Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan Term SOFR Loan, unless the Borrowers Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan or Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple and minimum increments of $250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit LIBOR Rate 8) Term SOFR Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate SOFR Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate SOFR Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Applicable Percentage of such Loans Loans, as applicable, to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan Term SOFR Loan, may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan Term SOFR Loan, may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan Term SOFR Loan, for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity DateDate for the applicable Class of Loans, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 500,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for with an Interest Period of one month unless such Interest Period month, provided that no circumstance exists which would preclude the Borrower from obtaining a LIBOR Rate Loan, or if the Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any have the Consignment Fee applicable to portions of its Consigned Precious Metal outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a calculated based upon either the Consignment Base Rate Loan or a LIBOR Rate LoanConsignment Fixed Rate, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate LoanConsigned Precious Metal, the Borrowers Borrower shall give the Agent Gold Agent, no later than 2:00 p.m. (Boston time), at least one three (13) Eurodollar Business Day’s Days' prior written notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Amount into a Consignment Base Rate Amount or another Consignment Fixed Rate Amount, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuingthereto. All or any part of the outstanding Revolving Credit Loans of any Type Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that no any partial conversion of Consignment Base Rate Amounts shall result be for Precious Metal in a Revolving Credit Base Rate Loan in a principal minimum amount of less than $1,000,000 at least equal to three hundred (300) troy ▇▇▇ces or an integral multiple of $100,000 or a Revolving Credit LIBOR one hundred (100) in excess thereof and any partial conversion of Consignment Fixed Rate Loan Amounts shall be for Precious Metal in a principal an amount of less than $1,000,000 equal to one thousand (1,000) troy ▇▇▇ces or an integral multiple of $250,000. With respect to any Loan denominated one hundred (100) in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Request conversion request relating to the conversion of a Base Rate Loan Consigned Precious Metal to a LIBOR Consignment Fixed Rate Loan Amount shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan Prior to the occurrence of a Default or an Event of Default, Consigned Precious Metal may be continued as such Type Consignment Fixed Rate Amounts upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultnotice provisions contained in Section 5.5(a). (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any LIBOR or from Consignment Fixed Rate Loan, such Loan Amounts shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of all Consignment Fixed Rate Amounts having the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, one thousand (1,000) troy ▇▇▇ces or a whole multiple of one hundred (100) troy ▇▇▇ces in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its their outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s Days’ prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten three (103) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a and that the aggregate principal amount of less than $1,000,000 or each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans (whether Revolving Credit Loans or Term Loans) outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten one (101) Revolving Credit LIBOR Rate Loans Loan outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan or, if applicable, any such conversion of a SOFR Rate Loan that is a Term SOFR Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one two (12) Business Day’s Days prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR SOFR Rate Loan unless that is a Term SOFR Loan, or (Y) the Borrowers pay Breakage Costs as required under this Agreementapplicable Interest Payment Date with respect to any such SOFR Rate Loan that is a Daily Simple SOFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than twelve (12) SOFR Rate Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan of any Type or, if applicable, any such conversion of a SOFR Rate Loan that is a Daily Simple SOFR Loan to a Term SOFR Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such Daily Simple SOFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three two (32) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan, there shall be no more than ten twelve (1012) Revolving Credit LIBOR SOFR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Term Loan Base Rate Loan in a principal amount of less than $1,000,000 the applicable Minimum Loan Amount or an integral multiple a Revolving Credit SOFR Rate Loan or a Term Loan SOFR Rate Loan in a principal amount of $250,000. With respect to any less than the applicable Minimum Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)Amount. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR SOFR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term SOFR Loan) or following the Interest Payment Date with respect thereto (for a Daily Simple SOFR Loan) by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR SOFR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault (for a Term SOFR Loan) or on the next Interest Payment Date occurring during the continuance of any Default or Event of Default (for a Daily Simple SOFR Loan)t. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to (i) any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at as a Term SOFR Loan with the end of the applicable same Interest Period as a LIBOR Rate Loan for an Interest Period of one month (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date or Term Loan C Maturity Date, as applicable, in which case the Interest Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date or Term Loan C Maturity Date, as applicable) at the end of the applicable Interest Period, or (ii) any Daily Simple SOFR Loan, such Loan shall be automatically continued as a Daily Simple SOFR Loan; provided that if a Default or Event of Default has occurred and is continuing, such Term SOFR Loan or Daily Simple SOFR Loan, as the case may be, shall be converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in for a Term SOFR Loan) or on the then applicable Alternative Currencynext Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit different Interest Periods for LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the proviso in the preceding clause (b), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Revolving Credit Base Rate Loan or a Revolving Credit LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a Revolving Credit Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Revolving Credit LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no Revolving Credit LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Revolving Credit Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Revolving Credit LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Revolving Credit Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent Bank at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent Bank at least three (3) LIBOR Business Days’ ' prior written notice of such election and election; (iii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided PROVIDED that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 100,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may bethereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in SECTION 4(a); provided PROVIDED that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Bank active upon the Borrower's account have actual knowledge. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any or from LIBOR Rate Loan, such Loan Loans shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of the applicable Interest Period as a all LIBOR Rate Loan for an Interest Period of one month unless such Loans having the same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, $250,000 or an integral multiple of $50,000 in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for with an Interest Period of one month unless such Interest Period month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. 1. Not less than four (a4) Business Days prior to May 1, 2006, the Borrower shall deliver a written notice to the Agent specifying whether the Borrower is requesting that the entire principal balance of the Loans be a Base Rate Loan or a LIBOR Rate Loan and, if the Borrower is requesting a LIBOR Rate Loan, specifying the Interest Period requested in connection therewith. Such notice shall be irrevocable and binding on the Borrower. If no such notice is given by the Borrower to the Agent, the Borrower shall be deemed to have elected a Base Rate Loan to commence on May 1, 2006. Promptly upon receipt of any such notice, the Agent shall notify the other Banks. The Borrowers entire principal balance of the Loans shall either be a Base Rate Loan or a LIBOR Rate Loan. 2. Thereafter the Borrower may elect from time to time to convert any all of its outstanding Revolving Credit the Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans thereafter the entire principal balance of the Notes shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount all of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timeLoans; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or Promptly upon receipt of any part such Conversion Request, the Agent shall notify each of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beBanks thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) 3. Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) 4. In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit different Interest Periods for LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the proviso in the preceding clause (b), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan or, if applicable, any such conversion of a SOFR Rate Loan that is a Term SOFR Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one three (13) Business Day’s Day prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR SOFR Rate Loan unless that is a Term SOFR Loan, or (Y) the Borrowers pay Breakage Costs as required under this Agreementapplicable Interest Payment Date with respect to any such SOFR Rate Loan that is a Daily Simple SOFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than five (5) SOFR Rate Loans; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan of any Type or, if applicable, any such conversion of a SOFR Rate Loan that is a Daily Simple SOFR Loan to a Term SOFR Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such Daily Simple SOFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three (3) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR SOFR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate the Minimum Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)Amount. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Conversion/ Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR SOFR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term SOFR Loan) or following the Interest Payment Date with respect thereto (for a Daily Simple SOFR Loan) by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR SOFR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan Loan, unless Borrower elects to pay the Borrowers pay Breakage Costs as required under this Agreementassociation with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 200,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)200,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an the same Interest Period of one month (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan the Interest Period shall be automatically converted the Interest Period closest to a Base Rate Loan the time remaining, without exceeding the time to the Maturity Date) at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timeelection; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; (iv) any partial conversion of any Revolving Credit Loan shall be in a minimum aggregate principal amount of $250,000 or an integral multiple of $25,000 if in excess thereof; and (v) each request for a conversion or partial conversion shall be irrevocable and binding on the Borrower. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan Revolving Credit Loans of either Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in ss. 2.7(a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. No conversion request or other notice shall be necessary to maintain a Revolving Credit Loan or any portion thereof as a Base Rate Loan. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Revolving Credit Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted convert to a Base Rate Loan at the end upon expiration of the applicable then current Interest Period. (d) Notwithstanding anything to the contrary contained herein, the Borrower may not convert a Base Rate Loan to a Eurodollar Rate Loan under ss. 2.7(a) hereof or continue a Eurodollar Rate Loan as such under ss. 2.7(b) hereof if the Interest Period applicable thereto extends beyond the scheduled Revolving Credit Maturity Date. (e) Notwithstanding anything to the contrary contained herein, at no time may the Borrower maintain more than five (5) Eurodollar Rate Loans under this Agreement. (f) If after requesting a conversion or partial conversion of a Revolving Credit Loan to a Eurodollar Rate Loan, the Borrower fails to borrow or Convert any Eurodollar Rate Loan, the Borrower shall indemnify the Lenders and with respect Agent against any loss or expense incurred by the Lenders and Agent as a result of such failure including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to any such LIBOR Rate fund or maintain a Loan denominated to be made by the Lenders and the compensation as provided for in an Alternative Currency, such Loan Section 5.9 herein. (g) Each request for a conversion or partial conversion given hereunder by the Borrower shall be continued made by telephone, telecopy, telex or cable, in each case confirmed immediately in writing in the then applicable Alternative Currency)same manner specified for notices herein, and shall, within the restrictions set forth in this ss. 2.7, specify (i) the date of such conversion, (ii) the Revolving Credit Loan or Loans to be converted, (iii) if a partial conversion, the amount to be converted, and (iv) if such conversion is to a Eurodollar Rate Loan, the duration of the initial Interest Period for such Loans.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Alternate Base Rate Loans or Index Rate Loans to a Revolving Credit Loan LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of another Type and such Revolving Credit Loans shall thereafter bear interest the requested conversion. A form of Notice of Conversion/ Extension is attached as a Schedule 2.8. If the date upon which an Alternate Base Rate Loan or Index Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan or Index Rate Loan, as applicable; . All or any part of outstanding Alternate Base Rate Loans or Index Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 3,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 1,000,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.8(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, ___ such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Alternate Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Revolving Credit Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or the Term Loan Maturity Date or the First Amendment Term Loan Maturity Date, as applicable, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such Revolving Credit LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower or any Subsidiary Borrower may elect from time to time to convert any of its outstanding Revolving Credit LIBOR Loans in Dollars to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such electionABR Loans, and such conversion shall only be made on may elect from time to time to convert ABR Loans in Dollars to LIBOR Loans in Dollars, by giving the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days’ ' prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, however, that (i) the principal amount of the Loan so converted shall be Foreign Subsidiary Borrowers may not elect to convert LIBOR Loans in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof andDollars to ABR Loans, after giving effect to the making of such Loan, there shall be no more than ten (10ii) Revolving Credit LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuingcontinuing without the consent of the Administrative Agent and (iii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding Revolving Credit LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of $2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be not less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers5,000,000. (b) Any LIBOR Rate Loan Loans, FIBOR Loans or PIBOR Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower or the Subsidiary Borrowers with the terms notice provisions contained in the definition of §4.1; Interest Period, provided that no LIBOR Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate an ABR Loan on the last day of the last Interest Period relating thereto ending during for which a LIBOR Rate was determined by the continuance Administrative Agent on or prior to the Administrative Agent's obtaining knowledge of any such Default or Event of Default.. 56 50 (c) In the event that the Borrowers do not notify the Agent No conversion or continuation of their election hereunder with respect to any LIBOR Rate Loan, such Loan Revolving Credit Loans shall be automatically continued at made pursuant to this subsection 2.14 if, after giving effect to such conversion or continuation, (i) the end sum of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period Dollar Equivalent of one month unless such Interest Period the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $120,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $225,000,000. (d) Conversions of Revolving Credit Loans in any currency to another currency shall be greater than the time remaining until the made by repaying such Revolving Credit Maturity Date, Loan and reborrowing in which case such Loan shall be automatically converted to a Base Rate Loan at other currency in compliance with the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)provisions hereof.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Rate LoanLoan of another Type, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate LoanLoan of another Type, the Borrowers Lead Borrower shall give the Agent at least notice of such election no later than 12:00 noon (Boston time) three (3) LIBOR Eurodollar Business Days’ Days prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making proposed date of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timeconversion; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Any notice of conversion shall be in the form of Exhibit D, annexed hereto. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no (x) partial conversion conversions shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR 500,000.00 in excess thereof and (y) no more than five (5) Interest Periods for Loans which are Eurodollar Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to Loans may be outstanding at any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beone time. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1notice provisions contained in ss.2.11(a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrowers' account have actual knowledge. The Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this ss.2.11(b) is scheduled to occur. (c) In the event that the Borrowers do not notify the Agent of their the Borrowers' election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Prior to the occurrence of a Default or an Event of Default, the Consignees may elect from time to time to convert any have the Daily Consignment Fee applicable to portions of its Consigned Precious Metal outstanding Revolving Credit Loans which are not subject to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Settlement calculated based upon either the Consignment Base Rate Loan or a LIBOR Rate LoanConsignment Fixed Rate, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate LoanConsigned Precious Metal, the Borrowers Consignees shall give the Agent Agent, no later than 2:00 p.m. (Boston time), at least one two (12) Eurodollar Business Day’s Days' prior written notice Notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Amount into a Consignment Base Rate Amount or another Consignment Fixed Rate Amount, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuingthereto. All or any part of the outstanding Revolving Credit Loans of any Type Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that no any partial conversion shall result of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, be for Precious Metal in a Revolving Credit Base Rate Loan in a principal minimum amount of less than $1,000,000 at least equal to one thousand (1,000) t▇▇▇ ounces or an integral multiple of $100,000 or a Revolving Credit LIBOR one hundred (100) t▇▇▇ ounces in excess thereof and any partial conversion of Consignment Fixed Rate Loan Amounts shall, unless otherwise agreed by the Agent, be for Precious Metal in a principal an amount of less than $1,000,000 equal to three thousand (3,000) t▇▇▇ ounces or an integral multiple of $250,000. With respect to any Loan denominated one thousand (1,000) t▇▇▇ ounces in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Request conversion request relating to the conversion of a Base Rate Loan Consigned Precious Metal to a LIBOR Consignment Fixed Rate Loan Amount shall be irrevocable by the BorrowersConsignees. (b) Any LIBOR Rate Loan Prior to the occurrence of a Default or an Event of Default, Consigned Precious Metal may be continued as such Type Consignment Fixed Rate Amounts upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Consignees with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultnotice provisions contained in ss.2.5(a). (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any LIBOR or from Consignment Fixed Rate Loan, such Loan Amounts shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of all Consignment Fixed Rate Amounts having the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, three thousand (3,000) t▇▇▇ ounces or a whole multiple of one thousand (1,000) t▇▇▇ ounces in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit the Outstanding Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) Revolving Credit LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of this §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Revolving Credit applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one month when any Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or 2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §this ss. 4.1; provided that Borrower shall give Agent at least three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, provided further that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one month when any Default or has occurred and is continuing, and no LIBOR Rate Loan may be continued as such for any period of time when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. After a Default or Event of DefaultDefault has been cured, Borrower may convert to or continue any LIBOR Rate Loan as otherwise provided herein. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as to a LIBOR Rate Loan for an Interest Period of with a one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower or any Subsidiary Borrower may elect from time to time to convert any of its outstanding Revolving Credit LIBOR Loans in Dollars to ABR Loans, and may elect from time to time to convert ABR Loans to a Revolving Credit Loan of another Type and such Revolving Credit LIBOR Loans shall thereafter bear interest as a Base Rate Loan in Dollars or a LIBOR Rate Loanan Optional Currency, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days’ ' prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, however, that (i) the principal amount of the Loan so converted shall be Foreign Subsidiary Borrowers may not elect to convert LIBOR Loans in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof andDollars to ABR Loans, after giving effect to the making of such Loan, there shall be no more than ten (10ii) Revolving Credit LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuingcontinuing and (iii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding Revolving Credit LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of $2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be not less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers5,000,000. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower or the Subsidiary Borrowers with the terms notice provisions contained in the definition of §4.1; Interest Period, provided that no LIBOR Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate an ABR Loan on the last day of the last Interest Period relating thereto ending during for which a LIBOR Rate was determined by the continuance Administrative Agent on or prior to the Administrative Agent's obtaining knowledge of any such Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent No conversion or continuation of their election hereunder with respect to any LIBOR Rate Loan, such Loan Loans shall be automatically continued at made pursuant to this subsection 2.11 if, after giving effect to such conversion or continuation, (i) the end sum of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period Dollar Equivalent of one month unless such Interest Period shall be greater than the time remaining until the then outstanding Revolving Credit Maturity Date, Loans in which case such Loan shall be automatically converted to a Base Rate Loan at Optional Currencies other than Sterling and the end then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the applicable Interest Period (outstanding Revolving Credit Loans in Optional Currencies including Sterling and with respect to any such LIBOR Rate Loan denominated outstanding L/C Obligations in an Alternative Currency, such Loan shall be continued in Optional Currencies including Sterling would exceed the then applicable Alternative Currency)Optional Currency Equivalent of $250,000,000.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Term Loans to a Revolving Credit Term Loan of another Type and such Revolving Credit Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten two (102) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Loan.

Conversion Options. (a) 1. CONVERSION TO DIFFERENT LOAN TYPE. --------------------------------- The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as from a Base Rate Loan or to a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of Loan or from a LIBOR Rate Loan to a Base Rate Loan, provided that (a) with respect to any such conversion of a -------- LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (iib) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ Days prior written notice of such election and election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timewith respect thereto; and (iiid) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of Revolving Credit Loans may be converted as provided herein, provided that any partial conversion -------- shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Administrative Agent at least not less than one (1) and not more than five (5) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Administrative Agent at least no less than three (3) and not more than five (5) LIBOR Business Days’ ' prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; with respect thereto and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that (i) any partial conversion shall be in an aggregate principal amount of $1,000,000 or a larger integral multiple of $100,000. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. Borrowers and (bii) Any with respect to LIBOR Rate Loans, there shall be no more than six (6) separate Interest Periods in effect at any one time. Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1notice provisions contained in ss.2.8(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Default of which officers of the event that Administrative Agent active upon the Borrowers do not Borrowers' account have actual knowledge. The Administrative Agent shall notify the Agent of their election hereunder with respect Lenders promptly when any such automatic conversion contemplated by this ss.2.8 is scheduled to any occur. Any conversion to or from LIBOR Rate Loan, such Loan Loans shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of the applicable Interest Period as a all LIBOR Rate Loan for an Interest Period of one month unless such Loans having the same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, $1,000,000 or a whole multiple of $100,000 in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Committed Loan to a Revolving Credit Committed Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as by delivering a Base Rate Loan or a LIBOR Rate LoanConversion Request to the Operations Agent, as applicable; provided that (ia) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Operations Agent at least one two (12) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (iib) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Operations Agent at least three (3) LIBOR Business Days’ Days prior written notice of such election and election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; with respect thereto and (iiid) no Committed Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Committed Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Committed Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Committed Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Committed Loan of any Type may be continued as such a Committed Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.02; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrowers do not notify the Agent of their election hereunder Borrower fails to provide any such notice with respect to the continuation of any LIBOR Rate LoanLoan as such, then such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest Period (and with respect to relating thereto. The Operations Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to occur. (c) Any conversion to or from LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in such amounts and be made pursuant to such elections so that, after giving effect thereto, the then applicable Alternative Currency)aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans having different Interest Periods may be outstanding at any time.

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least one four (14) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (34) LIBOR Business Days’ Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be conversion and (iv) no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of notice provisions contained in §4.12.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Revolving Credit Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate Loan, such Revolving Credit Loan shall be automatically continued at the end of the applicable Interest Period as which is a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than as such, the time remaining until the Revolving Credit Maturity Date, in which case such affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrowers may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to §2.4, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loans). Any Completed Revolving Credit Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be continued deemed to be a Completed Revolving Credit Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Revolving Credit Lender in accordance with §15.12 and in any event on the then applicable Alternative Currency)same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Base Rate Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrowers shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Exhibit 1.1(e). If the date upon which a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, and then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of the an Interest Period with respect to such LIBOR Rate succeeding Business Day such Loan unless the Borrowers pay Breakage Costs shall bear interest as required under this Agreement; (ii) with respect to any such conversion of if it were a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice . All or any part of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR outstanding Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit continuing and (ii) partial conversions to LIBOR Rate Loans of any Type may shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 500,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.10(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. US_ACTIVE\121755035\V-6 (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan or, if applicable, any such conversion of a SOFR Rate Loan that is a Term SOFR Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one three (13) Business Day’s Days prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR SOFR Rate Loan unless that is a Term SOFR Loan, or (Y) the Borrowers pay Breakage Costs as required under this Agreementapplicable Interest Payment Date with respect to any such SOFR Rate Loan that is a Daily Simple SOFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than ten (10) SOFR Rate Loans; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan of any Type or, if applicable, any such conversion of a SOFR Rate Loan that is a Daily Simple SOFR Loan to a Term SOFR Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such Daily Simple SOFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three (3) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR SOFR Rate Loans outstanding at any one time, unless otherwise consented to in writing by all of the Lenders; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate the Minimum Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)Amount. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR SOFR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term SOFR Loan) or following the Interest Payment Date with respect thereto (for a Daily Simple SOFR Loan) by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR SOFR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault (for a Term SOFR Loan) or on the next Interest Payment Date occurring during the continuance of any Default or Event of Default (for a Daily Simple SOFR Loan). (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to (i) any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Term SOFR Loan for with an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date(1) month, in which case or (ii) any Daily Simple SOFR Loan, such Loan shall be automatically continued as a Daily Simple SOFR Loan; provided that if a Default or Event of Default has occurred and is continuing, such Term SOFR Loan or Daily Simple SOFR Loan, as the case may be, shall be converted to a US_ACTIVE\121755035\V-6 Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in for a Term SOFR Loan) or on the then applicable Alternative Currencynext Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Dollar Revolving Credit Loans, Alternative Currency Loans or Term Loans to a Dollar Revolving Credit Loan Loans, Alternative Currency Loans or Term Loans, respectively, of another Type Type, and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Benchmark Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Benchmark Loan to a Base Rate Loan or, if applicable, any such conversion of a Benchmark Loan that is a Term Benchmark Loan to a RFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one (1) Business Day’s Day prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR Rate Benchmark Loan unless that is a Term Benchmark Loan, or (Y) the Borrowers pay Breakage Costs as required under this Agreementapplicable Interest Payment Date with respect to any such Benchmark Loan that is a RFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than eight (8) Benchmark Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan of any Type or, if applicable, any such conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such RFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three (3) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit LIBOR Rate 8) Benchmark Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Benchmark Loan when any Default or Event of Default has occurred and is continuing, and (iv) no Alternative Currency Loan denominated in an Alternative Currency shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans of any Class of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Benchmark Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on NAI-5000431466v13 which such conversion is being made, each Lender shall take such action as is necessary to transfer its applicable Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan or, if applicable, relating to the conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Benchmark Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term Benchmark Loan) or following the Interest Payment Date with respect thereto (for a RFR Loan) by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Benchmark Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan (in the case of a Benchmark Loan denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the applicable Alternative Currency) on (X) the last day of the Interest Period relating thereto for a Term Benchmark Loan ending during the continuance of any Default or Event of DefaultDefault or (Y) the date of any such Default or Event or Default for a RFR Loan. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Benchmark Loan, (X) any such Benchmark Loan that is a Term Benchmark Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Term Benchmark Loan for with an Interest Period of one month unless or (Y) any such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Benchmark Loan that is a RFR Loan shall be automatically continued following the Interest Payment Date with respect thereto as a RFR Loan, provided, in each case, that no circumstance exists which would preclude Borrower from obtaining such Benchmark Loan, or if Borrower would be precluded from obtaining such Benchmark Loan, it shall be converted to a Base Rate Loan (in the case of a Benchmark Loan denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the applicable Alternative Currency) at the end of the applicable Interest Period (and with respect Period. Notwithstanding anything to any such LIBOR Rate the contrary contained herein, a Benchmark Loan denominated in an Alternative Currency, Currency may be continued or converted in accordance with this Section 4.1 in an amount equal to the same number of units of the relevant Currency for which such Benchmark Loan was initially made regardless of whether the principal amount of such Loan shall be continued in the then applicable Alternative Currency)as of such date of continuation or conversion is less than $1,000,000.00.

Conversion Options. (a) The Borrowers Borrower may elect from time to time by delivering a Conversion Request signed by a Responsible Officer of the Borrower in the form of Exhibit L (or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a an Alternate Base Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least one three (13) Business Day’s Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan thereto unless the Borrowers pay Borrower pays the related LIBOR Breakage Costs as required under this Agreement; (ii) with respect to any at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 500,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a an Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. Such request may be given by (A) telephone, or (B) a Conversion Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Conversion Request. (b) Any LIBOR Rate Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of notice provisions contained in §4.12.6(a) or (c); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a an Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate LoanLoan as such, such the affected LIBOR Rate Loan shall automatically be automatically continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period as other than during the continuance of a LIBOR Rate Loan for an Interest Period Default or Event of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity DateDefault, in which case such Loan shall it will be automatically converted to a continued as an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect Period. In such event, the Borrower shall be deemed to any such have requested a LIBOR Rate Loan denominated in an Alternative Currency, such Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to convert an Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a), elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued in the a LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then applicable Alternative Currency)outstanding.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its the outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten four (104) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1ss.4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof 100,000 and, after giving effect to the making of such Loan, there shall be no more than ten four (104) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as to a LIBOR Rate Loan for with an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date(1) month; provided that if a Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR a Base Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Loan.

Conversion Options. (a) The Borrowers Parent Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Parent Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Parent Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Parent Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Revolving Credit Loan denominated in an Alternative Currency, the Borrowers Parent Borrower shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). For the avoidance of doubt, subject to §4.6(b), all Revolving Credit Loans denominated in an Alternative Currency shall be Revolving Credit LIBOR Rate Loans. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersParent Borrower. For purposes of this §4.1(a), the words “executed,” “signed,” “signature,” “deliver,” “delivery,” and words of like import in or relating to a Conversion/Continuation Request to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Parent Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Parent Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or the Term Loan III Maturity Date or the Term Loan IV Maturity Date, as applicable, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such Revolving Credit LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least one four (14) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (34) LIBOR Business Days’ Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be conversion and (iv) no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of notice provisions contained in §4.12.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Revolving Credit Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate Loan, such Revolving Credit Loan shall be automatically continued at the end of the applicable Interest Period as which is a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than as such, the time remaining until the Revolving Credit Maturity Date, in which case such affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrowers may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to §2.4, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loans). Any Completed Revolving Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be continued deemed to be a Completed Revolving Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Revolving Credit Lender in accordance with §15.12 and in any event on the then applicable Alternative Currency)same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in an aggregate principal amount of less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $1,000,000 or and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of Section 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementprovided in ss.2.6(b) and ss.2.6(a)(ii); (ii) subject to the further proviso at the end of this ss.2.6(a) and subject to ss.2.6(b) and 2.6(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.6(b)), the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall provide each Bank with a copy of such notice promptly after its receipt thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in ss.2.6(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not . The Agent shall notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to Banks promptly when any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan Loan, unless Borrower elects to pay the Borrowers pay Breakage Costs as required under this Agreementassociation with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000.00 or an integral multiple of $250,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an the same Interest Period of one month (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan the Interest Period shall be automatically converted the Interest Period closest to a Base Rate Loan the time remaining, without exceeding the time to the Maturity Date) at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten two (102) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 500,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. 38- (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans (including both Revolving Credit Loans and Term Loans) outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Term Base Rate Loan in a principal amount of less than $1,000,000 or a Revolving Credit LIBOR Rate Loan or Term LIBOR Rate Loan in a principal amount of less than $2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementprovided in 2.5(b) and 2.5(a)(ii); (ii) subject to the further proviso at the end of this 2.5(a) and subject to 2.5(b) and 2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in 2.5(b)), the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall provide each Bank with a copy of such notice promptly after its receipt thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in 2.5(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this 2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Revolving Credit Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrower may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to 2.4, such elect to convert a Base Rate Loan to a LIBOR Loan pursuant to 2.5(a) or elect to continue a LIBOR Rate Loan pursuant to 2.5(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans then outstanding. Any Revolving Credit Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be continued in the then applicable Alternative Currency)deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its portion (subject to the limitations set forth in this §4.1)of the outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making conversion of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one month when any Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Loan of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or 2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of this §4.1; provided that Borrower shall give Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, provided further that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one month when any Default or has occurred and is continuing, and no LIBOR Rate Loan may be continued as such for any period of time when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. After a Default or Event of DefaultDefault has been cured, Borrower may convert to or continue any LIBOR Rate Loan as otherwise provided herein. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued converted at the end of the applicable Interest Period as to a LIBOR Rate Loan for an Interest Period of with a one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 250,000.00 or an integral multiple of $250,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 250,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 250,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans, Term Loans A or Term Loans B to a Revolving Credit Loan, Term Loan A or Term Loan B of another Type and such Revolving Credit Loans, Term Loans A or Term Loans B shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten nine (109) Revolving Credit LIBOR Rate Loans relating to Revolving Credit Loans, or three (3) LIBOR Rate Loans relating to Term Loans A or Term Loans B, respectively, outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans, Term Loans A or Term Loans B of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each applicable Lender shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage of such Revolving Credit Loans, Term Loans A or Term Loans B, as applicable, to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower and/or the LP may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Domestic Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementthereto; (ii) with respect to any such conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower and/or the LP, as applicable, shall give the Agent Bank at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default Suspension Event or Event of Default has occurred and is continuingoccurred. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion conversions shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 50,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 50,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower and/or the LP. (b) Any LIBOR Rate Loan Revolving Credit Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower and/or the LP, as applicable, with the terms of §4.1notice provisions contained in 2.1.8(a); provided that no LIBOR Rate Loan may be continued as such when any Default Suspension Event or Event of Default has occurred occurred, any or all Eurodollar Rate Loans may, at the option of the Bank (in its sole and is continuingabsolute discretion), but shall be automatically automati- cally converted to a Base Domestic Rate Loan Loans bearing interest at the Default Rate either immediately upon such occurrence or on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultthereto. (c) In the event that the Borrowers do Borrower or the LP does not notify the Agent Bank of their its election hereunder with respect to any LIBOR Rate Revolving Credit Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Domestic Rate Loan at the end of the applicable Interest Period Period. (and with respect d) Any conversion to any such LIBOR or from Eurodollar Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in such amounts and be made pursuant to such elections so that, after giving effect thereto, the then applicable Alternative Currency)aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000 or an integral multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Floating Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Floating Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Floating Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding and one (1) Term Loan LIBOR Rate Loan Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Floating Rate Loan in a principal minimum aggregate amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 or in a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Floating Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).of

Conversion Options. (a) The Borrowers may elect from time to time by delivering a Conversion Request in the form of Exhibit L to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a Base Prime Rate Loan, the Borrowers Borrower Representative shall give the Agent at least one three (13) Business Day’s Days prior written notice of such election; (ii) with respect to any such conversion of a Prime Rate Loan to a Revolving Credit LIBOR Rate Loan, and the Borrower Representative shall give the Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan thereto unless the Borrowers pay the related LIBOR Breakage Costs as required under this Agreement; (ii) with respect to any at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three and (3iv) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an a integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 500,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Prime Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Revolving Credit LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of §4.1notice provisions contained in ss.2.6(a) or (c); provided that no Revolving Credit LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not . The Agent shall notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to Lenders promptly when any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a Revolving Credit Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s Days' prior written notice of such election; (ii) with respect to any such conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan, and the Borrower shall give the Agent at least three (3) LIBOR Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan into a Revolving Credit Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; thereto and (iiiv) with respect to any such conversion of a no Revolving Credit Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that (i) any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof and (ii) with respect to Revolving Credit LIBOR Rate Loans, there shall be no more than three (3) separate Interest Periods in effect at any one time. Each Conversion/Continuation Conversion Request relating to the conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.7(a); provided that no Revolving Credit LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Revolving Credit Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Agent active upon the Borrower's account have actual knowledge. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.7 is scheduled to occur. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any or from Revolving Credit LIBOR Rate Loan, such Loan Loans shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of the applicable Interest Period as a all Revolving Credit LIBOR Rate Loan for an Interest Period of one month unless such Loans having the same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, $1,000,000 or a whole multiple of $1,000,000 in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a1) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b2) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c3) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent Bank at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent Bank at least three (3) LIBOR Business Days’ ' prior written notice of such election and election; (iii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Loan of another type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may bethereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 4(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Bank active upon the Borrower's account have actual knowledge. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any or from LIBOR Rate Loan, such Loan Loans shall be automatically continued at in such amounts and be made pursuant to such elections so that, after giving effect thereto, the end aggregate principal amount of the applicable Interest Period as a all LIBOR Rate Loan for an Interest Period of one month unless such Loans having the same Interest Period shall not be greater less than the time remaining until the Revolving Credit Maturity Date, $250,000 or an integral multiple of $50,000 in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)excess thereof.

Conversion Options. (a1) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Eurodollar Rate Loan in a an aggregate principal amount of less than $1,000,000 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower. (b2) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §ss. 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of ss. 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Each Borrower may, in the case of Revolving Loans denominated in Dollars and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by delivering a Notice of Conversion/Continuation to the Administrative Agent at least three (3) Business Days prior to the proposed date of conversion or continuation. In addition, each Borrower may elect from time to time to convert all or any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion portion of a LIBOR Rate Loan to a an Alternate Base Rate Loan, Loan by giving the Borrowers shall give the Administrative Agent at least irrevocable written notice thereof by 2:00 p.m. one (1) Business Day prior to the proposed date of conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day’s prior written notice of such election, and then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be made converted to Alternate Base Rate Loans on the last day of the applicable Interest Period with respect to such Period. If the date upon which a LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect is to any such conversion of a be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to a LIBOR such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice . All or any part of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR outstanding Alternate Base Rate Loans outstanding at any one timemay be converted as provided herein; and provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuingcontinuing and (ii) partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. All or any part of the outstanding Revolving Credit LIBOR Rate Loans of any Type may be converted as provided herein, ; provided that no partial conversion conversions shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than (x) $1,000,000 5,000,000 or an integral a whole multiple of $100,000 or a 1,000,000 in excess thereof. (i) Each Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in Euros shall be a EURIBOR Rate Loan, and (ii) each Revolving Loan denominated in British Pounds Sterling or an Alternative Currency, the Borrowers Currency shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to be a LIBOR Rate Loan shall Loan, in each case, with an Interest Period as specified in the applicable Notice of Conversion/Continuation, as provided for in Section 2.9(c). Loans denominated in a Foreign Currency or an Additional Alternative Currency may not be irrevocable by the Borrowersconverted to a different Type. (bc) Any LIBOR Rate Loan Eurocurrency Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers applicable Borrower with the terms of §4.1notice provisions contained in Section 2.9(a); provided provided, that no LIBOR Rate Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but in which case, (i) any such Loan denominated in Dollars shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect to thereto, and (ii) any such LIBOR loan denominated in a Foreign Currency shall be automatically converted into Loans with an Interest Period of one month at the end of the applicable Interest Period with respect thereto. If the applicable Borrower shall fail to give timely notice of an election to continue a Eurocurrency Loan, or the continuation of Eurocurrency Loans is not permitted hereunder, (i) any such Loans denominated in Dollars shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto, and (ii) any such Loan denominated in a Foreign Currency or an Additional Alternative Currency, such Loan Currency shall be continued in automatically converted into Loans with an Interest Period of one (1) month at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan, Daily Simple SOFR Loan or a LIBOR Rate Term SOFR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Term SOFR Loan to a Daily Simple SOFR Loan or a Base Rate Loan, a conversion of a Daily Simple SOFR Loan to a Base Rate Loan or a conversion of a Base Rate Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and and, in the case of the conversion to a Term SOFR Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementTerm SOFR Loan; (ii) with respect to any such conversion of a Base Rate Loan or a Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR U.S. Government Securities Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate different Interest Periods for Term SOFR Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Term SOFR Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Daily Simple SOFR Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Term SOFR Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan or Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable Term SOFR, Daily Simple SOFR or Base Rate. (b) Any LIBOR Rate Term SOFR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Term SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the proviso in the preceding clause (b), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreementthereto; (iiiii) subject to the further proviso at the end of this section and subject to § 2.6(b) and § 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ Days prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of Agent shall promptly notify the outstanding Revolving Credit Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $500,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in § 2.6 (a) ; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of Agent active upon Borrower’s account have actual knowledge. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and the Base Rate shall remain in effect with respect thereto until such time as Borrower upon not less than three (3) Business Days’ prior written notice to any Agent shall elect to convert the interest rate on all or a portion of the outstanding principal balance of such Loan from the Base Rate to one or more LIBOR Rate Loan denominated in an Alternative Currencyaccordance with this § 2.6. (d) Borrower may not request a LIBOR Rate Loan pursuant to § 2.5, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to § 2.6(a) or elect to continue a LIBOR Rate Loan pursuant to § 2.6(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be continued in the then applicable Alternative Currency)deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made effective on the last day of the Interest Period with respect to such LIBOR Rate Loan unless Loan, or on such other date designated by the Borrowers Borrower in its written notice of such election (provided that, in such event the Borrower shall pay Breakage Costs as required under this Agreementany losses pursuant to §4.10); (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In If the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, then, so long as no Default or Event of Default shall exist, such Loan shall be automatically continued at automatically, on the end last day of the applicable current Interest Period therefore, continue as a LIBOR Rate Loan for with an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)month.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Term Loans to a Revolving Credit Term Loan of another Type and such Revolving Credit Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided provided, that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable Adjusted LIBO Rate or Alternate Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers may Company may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert any of its outstanding Revolving Credit Alternate Base Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 3.6. If the date upon which an Alternate Base Rate Loan is to be converted to a Revolving Credit LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such Revolving Credit Loans succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a LIBOR any part of outstanding Alternate Base Rate LoanLoans may be converted as provided herein, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 500,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Company with the terms of §4.1notice provisions contained in subsection (a) above; provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Company shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Alternate Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten four (104) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or 2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least one three (13) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three (3) LIBOR Business Days’ Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be conversion and (iv) no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of notice provisions contained in §4.12.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Revolving Credit Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate Loan, such Revolving Credit Loan shall be automatically continued at the end of the applicable Interest Period as which is a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than as such, the time remaining until the Revolving Credit Maturity Date, in which case such affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrowers may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to §2.4, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loans). Any Completed Revolving Credit Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be continued deemed to be a Completed Revolving Credit Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Revolving Credit Lender in accordance with §15.12 and in any event on the then applicable Alternative Currency)same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s Days’ prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementBorrower pays to the Agent any amounts due pursuant to §4.8; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or and that the aggregate principal amount of each LIBOR Loan shall be in an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such LIBOR Rate Loan shall be automatically continued converted to a LIBOR Rate Loan having an Interest Period of one month at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its the outstanding Revolving Credit Term Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan or, if applicable, any such conversion of a SOFR Rate Loan that is a Term SOFR Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one two (12) Business Day’s Days prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR SOFR Rate Loan unless that is a Term SOFR Loan, or (Y) the Borrowers pay Breakage Costs as required under this Agreementapplicable Interest Payment Date with respect to any such SOFR Rate Loan that is a Daily Simple SOFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than five (5) SOFR Rate Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan of any Type or, if applicable, any such conversion of a SOFR Rate Loan that is a Daily Simple SOFR Loan to a Term SOFR Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such Daily Simple SOFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three two (32) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR SOFR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Term Loan Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 the applicable Minimum Loan Amount or a Revolving Credit LIBOR Term Loan SOFR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any the applicable Minimum Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)Amount. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR SOFR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term SOFR Loan) or following the Interest Payment Date with respect thereto (for a Daily Simple SOFR Loan) by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR SOFR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault (for a Term SOFR Loan) or on the next Interest Payment Date occurring during the continuance of any Default or Event of Default (for a Daily Simple SOFR Loan). (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to (i) any LIBOR Rate Term SOFR Loan, such Loan shall be automatically continued at as a Term SOFR Loan with the end of the applicable same Interest Period as a LIBOR Rate Loan for an Interest Period of one month (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case the Interest Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Maturity Date) at the end of the applicable Interest Period, or (ii) any Daily Simple SOFR Loan, such Loan shall be automatically continued as a Daily Simple SOFR Loan; provided that if a Default or Event of Default has occurred and is continuing, such Term SOFR Loan or Daily Simple SOFR Loan, as the case may be, shall be converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in for a Term SOFR Loan) or on the then applicable Alternative Currencynext Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The Borrowers may Borrower may, in the case of Revolving Loans or the Term Loan (or portions of the Term Loan), elect from time to time to convert any of its outstanding Revolving Credit Base Rate Loans to a Revolving Credit Loan LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of another Type and such Revolving Credit Loans shall thereafter bear interest election. A form of Notice of Conversion is attached as Schedule 2.4. If the date upon which a Base Rate Loan or ------------ is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Revolving Loan or Term Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Revolving Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Term Loan may be converted into a LIBOR Rate Loan when any Default or only if no Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no (ii) partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to conversions into a LIBOR Rate Loan shall be irrevocable by the Borrowersin an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (iii) partial conversions into a Base Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.4(a); provided provided, that no a LIBOR Rate Loan may be continued as such when any Default or only if no Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. Where the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or where continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Term Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Outstanding Revolving Credit Loans, Term Loans A or Term Loans B to a Revolving Credit Loan, Term Loan A or Term Loan B, respectively, of another Type and such Revolving Credit Loans, Term Loans A or Term Loans B shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans (whether Revolving Credit, Term Loan or Bid Loan) outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Outstanding Revolving Credit Loans, Term Loans A or Term Loans B of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Term Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any 100,000.00 or a Revolving Credit LIBOR Rate Loan denominated or Term Base Rate Loan in a principal amount of less than $1,000,000.00 or an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) integral multiple of any requested change to such denomination (whether to Dollars or to another Alternative Currency)$250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. A Bid Loan may not be continued or converted. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the applicable Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans Loan or Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be (A) no more than ten twelve (1012) Revolving Credit LIBOR Rate Loans outstanding at any one time and (B) no more than eight (8) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 500,000 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Revolving Credit Loan or Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such electionelection (a “Conversion/Continuation Request”), and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 1,000,000.00 or an integral multiple of $250,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten three (103) Revolving Credit different Interest Periods for LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be250,000.00. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the proviso in the preceding clause (b), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least one four (14) Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (34) LIBOR Business Days’ Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be conversion and (iv) no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result be in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 2,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beexcess thereof. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of notice provisions contained in §4.12.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LIBOR Rate Loan, such Revolving Credit Loan shall be automatically continued at the end of the applicable Interest Period as which is a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than as such, the time remaining until the Revolving Credit Maturity Date, in which case such affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period Period. (and with respect to any such d) The Borrowers may not request or elect a LIBOR Rate Loan denominated in an Alternative Currencypursuant to §2.4, such elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loans). Any Completed Revolving Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be continued deemed to be a Completed Revolving Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Lender in accordance with §15.12 and in any event on the then applicable Alternative Currency)same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its the outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 500,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten four (104) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 500,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Alternate Base Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the requested conversion (a Revolving Credit "Notice of Conversion/Extension"). A form of Notice of Conversion/Extension is attached as Schedule 2.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such Revolving Credit Loans succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a LIBOR any part of outstanding Alternate Base Rate LoanLoans may be converted as provided herein, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 5,000,000 or an integral a whole multiple of $100,000 or a Revolving Credit LIBOR Rate Loan 1,000,000 in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowersexcess thereof. (b) Any LIBOR Rate Loan Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1notice provisions contained in Section 2.11(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period (and with respect thereto. If the Borrower shall fail to any give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan denominated in an Alternative Currency, such Loan Loans shall be continued in automatically converted to Alternate Base Rate Loans at the then end of the applicable Alternative Currency)Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit the Outstanding Loans of any Class to a Revolving Credit Loan of the same Class but of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the Class and principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) Revolving Credit LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan of any Class may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of this §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Revolving Credit applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Revolving Credit Base Rate Loan in a an aggregate principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §Section 4.1; provided PROVIDED that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this AgreementLoan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 2,000,000 or an integral multiple of $250,000 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) Revolving Credit 8) LIBOR Rate Loans (including both Revolving Credit Loans and Term Loans) outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Term Base Rate Loan in a principal amount of less than $1,000,000 or a Revolving Credit LIBOR Rate Loan or Term LIBOR Rate Loan in a principal amount of less than $2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency)100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of §4.1(S)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency)Period.