Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan continued at the end of the applicable Interest Period as a LIBOR Rate Loan with a one (1) month Interest Period.

Conversion Options. (a) The 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 Loan 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 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 Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 500,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to continued as a Base LIBOR Rate Loan for the same Interest Period (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 the Interest Period shall be the Interest Period closest to 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.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Alternate Base Rate Loans to a Loan of another Type and such Loan 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 Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a 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 Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of succeeding Business Day such Loan there shall be no more than five (5) LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of 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 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 Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral whole multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower100,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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.

Conversion Options. (a) The Borrower Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; conversion and (iiiiv) 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 into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any 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 Borrower Representative with the terms of notice provisions contained in §4.1(a2.5(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 Borrower Representative does not notify the Administrative Agent of its election hereunder with respect to the continuation of any Revolving Credit Loan to itwhich is a LIBOR Rate Loan as such, such the affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrowers may not request or elect a LIBOR Rate Loan pursuant to §2.4, 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 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 same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan of its outstanding Loans any Class to a Loan of the same Class but of another Type and such 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date 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.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 an aggregate a principal amount of less than $500,000 1,000,000 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of this §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a LIBOR Rate Loan with a one month Interest Period.

Conversion Options. (a) The Borrower 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 Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000. 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 Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 PeriodPeriod (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) 2.7.1. Conversion to Different Type of Revolving Credit Loan. ----------------------------------------------------- The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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; Loan and (iid) with respect to any such conversion of a no Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, 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 LIBOR Eurodollar 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 any partial conversion shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each 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 Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one 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 converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (except for a LIBOR Rate Loan denominated in an Alternative Currency which, 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 denominated in an Alternative Currency may be continued in the 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 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof thereof, and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan of its outstanding Loans any Class to a Loan of the same Class but of another Type and such 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 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 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 Loan Term SOFR Loan, the 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 $500,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a LIBOR Rate SOFR Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan shall be irrevocable by the Borrower. (b) Any Loan Term SOFR Loan, may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its their election hereunder with respect to any Term SOFR Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan, for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date 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.

Conversion Options. (a) The Borrower or any Regular Subsidiary Borrower may elect from time to time to convert LIBOR Loans in Dollars under any of its outstanding Revolving Facility to ABR Loans to a Loan of another Type and under such 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 Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such electionRevolving Facility, 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof andhowever, after giving effect to the making of such Loan there shall be no more than five that (5i) 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 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 in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Rate Loan Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of less than $500,000 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 each Loan the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be in an integral multiple of not less than $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower5,000,000. (b) Any Loan LIBOR 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(a); 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 Borrower does not notify the Agent No conversion or continuation of its election hereunder with respect to any Loan to it, such Loan Revolving Credit Loans under any Revolving Facility shall be automatically converted made pursuant to a Base Rate Loan at this subsection 2.10 if, after giving effect to such conversion or continuation the end amount of the applicable Interest PeriodAvailable 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 the case may be, would be negative. (d) Conversions of Revolving Credit Loans in any currency to another currency shall be made by repaying such Revolving Credit Loans and reborrowing in such other currency in compliance with the provisions hereof.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert any of its outstanding Alternate Base Rate Loans to a Loan of another Type and such Loan 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 Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days' prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a 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 Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of succeeding Business Day such Loan there shall be no more than five (5) LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of 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 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 Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral whole multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower500,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to 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 Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The 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 Loans Loan to a Loan of another Type and such Loan 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 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 thereto unless the Borrower pays the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be500,000 in excess thereof. Each Conversion Request relating to the conversion of a Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any 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 Borrower with the terms of notice provisions contained in §4.1(a2.6(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 Borrower does not notify the Administrative Agent of its election hereunder with respect to the continuation of any LIBOR Rate Loan to itas such, such the affected LIBOR Rate Loan shall automatically be automatically converted to continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as a Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate 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 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 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 Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 250,000 or an integral multiple of $100,000 10,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 250,000, and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,00010,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(ass.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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one 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 converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan of its outstanding Loans any Class to a Loan of the same Class but of another Type and such 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 Term SOFR Loan to a Base Rate Loan or Daily Simple SOFR Loan, the 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 LoanTerm SOFR Loan unless the 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 Loan Term SOFR Loan, the 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 $500,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a LIBOR Rate SOFR Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan shall be irrevocable by the Borrower. (b) Any Term SOFR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its their election hereunder with respect to any Term SOFR Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date of 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.

Conversion Options. (a) The 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 Loan 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 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 day 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 that is a Term SOFR Loan, or (Y) the applicable 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 conversion of such Loan, there shall be no more than five (5) Term SOFR Loans (whether Term Loans or Revolving Credit Loans) outstanding under this Agreement 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 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 $500,000 or an integral multiple of $100,000 in excess thereof Minimum Loan Amount and, after giving effect to the making conversion of such Loan Loan, there shall be no more than five (5) LIBOR Rate Term SOFR Loans (whether Term Loans or Revolving Credit Loans) outstanding under this Agreement 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 or a LIBOR Rate the Minimum Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000Amount. On the date on which such conversion is being made, each Bank 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Term SOFR Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a Term SOFR 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, Term Loan A Maturity Date or 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.

Conversion Options. (a) The 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 Loan 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 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 that is a Term SOFR Loan, or (Y) the applicable 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 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 $500,000 or an integral multiple of $100,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan Loan, there shall be no more than five twelve (512) 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 or a Term Loan Base Rate Loan in an aggregate a principal amount of less than $500,000 the applicable Minimum Loan Amount or a LIBOR Revolving Credit SOFR Rate Loan or a Term Loan SOFR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each applicable Minimum Loan shall be in an integral multiple of $100,000Amount. On the date on which such conversion is being made, each Bank 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to (i) any Loan to itTerm SOFR Loan, such Loan shall be automatically continued as a Term SOFR Loan with the same Interest Period (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 PeriodPeriod (for a Term SOFR Loan) or on the next Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 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 Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itRevolving Credit LIBOR Rate Loan, such Loan shall be automatically converted to a Revolving Credit Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 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 in a Base Rate Loan be in an aggregate principal amount of less than $500,000 100,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 bethereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) 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 Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan to it, such Loan or from LIBOR Rate Loans shall be automatically converted in such amounts and be made pursuant to a Base such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loan at Loans having the end same Interest Period shall not be less than $250,000 or an integral multiple of the applicable Interest Period$50,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans to a Term Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may Company may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert any of its outstanding Alternate Base Rate Loans to a 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 Loan shall thereafter bear interest the requested conversion. A form of Notice of Conversion/ Extension is attached as a Schedule 3.6. If the date upon which an Alternate Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect is to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the 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; (ii) with respect to any such conversion of a Base Rate Loan converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of succeeding Business Day such Loan there shall be no more than five (5) LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of 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 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 Base Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral whole multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower500,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the terms of §4.1(a)notice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Company shall fail to 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 Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert any of its outstanding LIBOR Loans in Dollars to a Loan of another Type and such 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 Borrower 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof andDollars to ABR Loans, after giving effect to the making of such Loan there shall be no more than five (5ii) 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 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 in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Rate Loan Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of less than $500,000 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 each Loan the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be in an integral multiple of not less than $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower5,000,000. (b) Any Loan LIBOR 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(a); 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 Borrower does not notify the Agent No conversion or continuation of its election hereunder with respect to any Loan to it, such Loan Revolving Credit Loans shall be automatically converted made pursuant to a Base Rate Loan at this subsection 2.14 if, after giving effect to such conversion or continuation, (i) the end sum of the applicable Interest PeriodDollar Equivalent of 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 made by repaying such Revolving Credit Loan and reborrowing in such other currency in compliance with the provisions hereof.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000. 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 Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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, as applicable, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (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 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 Loan 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 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 that is a Term SOFR Loan, or (Y) the applicable 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 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 $500,000 or an integral multiple of $100,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan Loan, there shall be no more than five twelve (512) 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 or a Term Loan Base Rate Loan in an aggregate a principal amount of less than $500,000 the applicable Minimum Loan Amount or a LIBOR Revolving Credit SOFR Rate Loan or a Term Loan SOFR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each applicable Minimum Loan shall be in an integral multiple of $100,000Amount. On the date on which such conversion is being made, each Bank 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to (i) any Loan to itTerm SOFR Loan, such Loan shall be automatically continued as a Term SOFR Loan with the same Interest Period (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 PeriodPeriod (for a Term SOFR Loan) or on the next Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The Borrower may may, in the case of each Revolving Loan, elect from time to time to convert any of its outstanding Alternate Base Rate Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days’ prior irrevocable written notice of such election election. A form of Notice of Conversion/Extension is attached as Exhibit E. 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 an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of succeeding Business Day such Loan there shall be no more than five (5) LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of 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 Loans of any Type may , (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) no Loan may be converted into a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each if such Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office a Mandatory Borrowing or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerRequired Borrowing. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.17(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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to 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 Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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 Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 500,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to continued as a Base LIBOR Rate Loan at for the end of same Interest Period (unless such Interest Period shall be greater than the applicable time remaining until the Revolving Credit Maturity Date, Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, in which case the Interest Period.Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity Date,

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type by delivering to the Agent a Conversion/Continuation Request and such 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an 1,000,000 and integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five four (54) 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 Loans of any Type may be converted as provided herein, provided that no such partial conversion shall result in a Base Rate Loan in an aggregate a principal amount that is in an integral multiple of $100,000 and not less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in is an integral multiple of $100,000250,000 but not less than $1,000,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) 2.7.1 Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 Rate Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least one two (12) Business Day’s Days 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 into a Revolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; thereto and (iiid) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each 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 Eurodollar 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 any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Revolving Credit Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) 2.7.2 Continuation of Type of Revolving Credit Loan. Any 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 Borrower with the terms of notice provisions contained in §4.1(a)2.7.1; 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. (c) Default of which officers of the Agent active upon the Borrower's account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any Eurodollar Rate Loan to itas such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this §2.7 is scheduled to occur. 2.7.3 Eurodollar Rate Loans. Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of $100,000 in excess thereof.

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 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 the Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 beBanks thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) 3. Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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 that is a Term SOFR Loan, or (Y) the applicable 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 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 $500,000 or an integral multiple of $100,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 or a LIBOR Rate the Minimum Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000Amount. On the date on which such conversion is being made, each Bank 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Term SOFR Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the 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.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans denominated in Dollars or Term Loans to a U.S. Dollar Revolving Credit Loan, Alternative Currency/Dollar Revolving Credit Loan denominated in Dollars or Term Loan of another Type and such U.S. Dollar Revolving Credit Loan, Alternative Currency/Dollar Revolving Credit Loan denominated in Dollars 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 denominated in Dollars to a Base Rate Loan, the 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan denominated in Dollars, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (58) Revolving Credit LIBOR Rate Loans (excluding any Bid Loans), two (2) Term A LIBOR Rate Loans and two (2) Term B 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 (vi) no Alternative Currency/Dollar Revolving Credit Loan shall be converted to a Base Rate Loan. All or any part of the outstanding U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans denominated in Dollars 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. A Bid Loan may not be continued or converted. No Alternative Currency/Dollar Revolving Credit Loan or U.S. Dollar Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different Currency, but instead must be prepaid in the original Currency of such Revolving Credit Loan and reborrowed in the other Currency. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent at least one (1) Business Day prior of 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 (and with respect to itany LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency) 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, Term Loan A Maturity Date or 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 PeriodPeriod (except for a LIBOR Rate Loan denominated in an Alternative Currency which, if the 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 denominated in an Alternative Currency may be continued in the 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 or is not an integral multiple of $250,000.00 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Loan, 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 $500,000 500,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making conversion of such Loan Loan, there shall be no more than five four (54) LIBOR Rate Loans outstanding Interest Periods relating to portions of the Loan in effect 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit F hereto to elect from time to time to convert any of its the outstanding Loans Advances to a Loan Advances of another Type and such Loan Advances 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 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 Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 Term SOFR Loan; (ii) with respect to any such conversion of a Base Rate Loan or a Daily Simple SOFR Loan to a LIBOR Rate Loan Term SOFR Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or Daily Simple SOFR Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Term SOFR Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 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 Borrower. The Agent shall promptly notify the Lenders of the applicable Term SOFR, Daily Simple SOFR or Base Rate. (b) Any Term SOFR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Term SOFR Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit G hereto elect from time to time to convert any of its the outstanding Loans Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the 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 LoanAdvance unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate Loan the Advance, Borrower shall give the Agent at least three threetwo (332) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Advance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in an aggregate a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000 in excess thereof. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by Borrower. For purposes of this §4.1(a), the Borrower.words “executed,” “signed,” “signature,” “deliver,” “delivery,” and words of like import in or relating to a Conversion/Continuation (b) Any Loan LIBOR Rate Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)§ 4.1; provided that no LIBOR Rate Loan Advance 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 Advance 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Advance, such Loan Advance shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate Loan Advances at the end of the applicable Interest Period.

Conversion Options. (a) 2.7.1. Conversion to Different Type of Revolving Credit Loan. ----------------------------------------------------- The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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; Loan and (iid) with respect to any such conversion of a no Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, 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 LIBOR Eurodollar 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 any partial conversion shall be in an aggregate -------- principal amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each 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 Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Loan, 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 $500,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 8) 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 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or Term Base Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 or the Term Loan Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert all or a portion of any of its outstanding Loans Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicableType; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least one (1) Business Day’s prior written notice of such electionelection on or prior to 10:00 a.m. (Boston time) on the Business Day next preceding the date of the conversion, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate LoanLoan unless the Borrowers pay the Administrative Agent for the account of the Lenders the amounts required under Section 4.7; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days’ prior written notice of such election and election, on or before 10:00 a.m. (Boston time) on the Interest Period requested for such Loanthird Business Day next preceding the date of the conversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or 1,000,000 and in an integral multiple of $100,000 in excess thereof and, after giving effect to the making conversion of such Loan Loan, there shall be no more than five eight (5) LIBOR 8) Eurodollar Rate Loans having different Interest Periods 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 or a LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Officeoffice, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers. The Administrative Agent shall notify the Lenders promptly following its receipt of each Conversion Request. (b) Any Loan All or a portion of any Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(a)notice and other provisions contained in Section 4.1; provided 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 Administrative Agent active upon the Borrowers' account have actual knowledge. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this Section 4.1 is scheduled to occur. (c) In the event that the Borrower does Borrowers do not notify the Administrative Agent of its their election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its the outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of this §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 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.

Conversion Options. (a) The Borrower Companies may elect from time to time to convert any portion of its the outstanding Real Estate Term Loans to a Loan Real Estate Term Loans of another Type and such Loan 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 a Base Rate Loaninto Real Estate Term Loans of another Type, the 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 Term Loan Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower Companies 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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. All or any part of the outstanding Real Estate Term Loans of any Type may be converted as provided herein, provided that no partial conversion conversions shall result in a Base Rate Loan be in an aggregate principal amount of less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an larger integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request request relating to the conversion of a Base Rate Loan any portion of the Revolving Credit Loans to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerCompanies. (b) Any Loan Real Estate Term Loans of any Type may be continued as such Type upon the expiration of an a Term Loan Interest Period with respect thereto by compliance by the Borrower Companies with the terms of §4.1(anotice provisions contained in ss.3.4(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 Term Loan Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Bank active upon the Companies' account have actual knowledge. (c) In the event Any conversion to or from Real Estate Term Loans that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan are Eurodollar Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a Base Rate Loan at the end larger integral multiple of the applicable Interest Period$100,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert all of any of its outstanding Loans Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Prime 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 Prime Rate Loan, the 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; (ii) with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) LIBOR Rate Loans outstanding at any one timetime (not counting Swing Loans); 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Prime Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, 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 Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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 Prime 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Loan, 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 or Term Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or Term Base Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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.

Conversion Options. (a) The 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 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be (A) no more than five twelve (512) 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 an aggregate principal amount of less than $500,000 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any 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 Borrower with the terms of §Section 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five three (53) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be250,000.00. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loans Loan to a Loan of another Type and such Loan 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 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 thereto unless the Borrower pays the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be500,000 in excess thereof. Each Conversion Request relating to the conversion of a an Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 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 Borrower with the terms of notice provisions contained in §4.1(a2.6(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 Borrower does not notify the Administrative Agent of its election hereunder with respect to the continuation of any LIBOR Rate Loan to itas such, such the affected LIBOR Rate Loan shall automatically be automatically converted to continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as an Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate 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 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 outstanding.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such Loan 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 Eurodollar Rate Loan or LIBOR Rate Loan to a Base Rate Loan, the 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 Eurodollar Rate Loan or LIBOR Rate Loan into a Loan of another Type, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to or a LIBOR Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election election; (iv) subject to the further proviso at the end of this section and the Interest Period requested for subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan or a Eurodollar Rate Loan to a LIBOR Rate Loan, the principal amount of Borrower shall give the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five Agent at least four (54) LIBOR Rate Loans outstanding at any one time; Business Days' prior written notice of each election and (iiiv) no Loan may be converted into a Eurodollar Rate Loan or a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office, its Eurodollar Lending Office or its LIBOR Lending Office, as the case may be. Each 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 Loan of another Type to a Eurodollar Rate Loan to a or LIBOR Rate Loan shall be for an amount equal to $600,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any 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 Borrower with the terms of §4.1(anotice provisions contained in [SECTION] 2.6(a); provided PROVIDED that no Eurodollar Rate Loan or 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.relating

Conversion Options. (a) The 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 Loan 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 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, or on such other date designated by the Borrower in its written notice of such election (provided that, in such event, the Borrower shall pay any losses pursuant to §4.10); (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five eight (5) 8) LIBOR Rate Loans (including 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 an aggregate a principal amount of less than $500,000 1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, then, so long as no Default or Event of Default shall exist, such Loan shall be automatically converted to automatically, on the last day of the current Interest Period therefore, continue as a Base LIBOR Rate Loan at the end with an Interest Period of the applicable Interest Periodone (1) month.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a LIBOR Rate Loan with an Interest Period of one (1) month; provided that if a Default or Event of Default has occurred and is continuing, such Loan shall be converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may by notice to the Agent in the form of Exhibit I hereto elect from time to time to convert any of its the outstanding Loans Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrower 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 LoanAdvance unless Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate Loan the Borrower Advance, 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 LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Advance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in an aggregate a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000 in excess thereof. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the BorrowerBorrowers. (b) Any Loan LIBOR Rate Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(a)§ 4.1; provided that no LIBOR Rate Loan Advance 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 Advance 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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any Loan to itLIBOR Rate Advance, such Loan Advance shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate Loan Advances at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding the Outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of this §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 NYDOCS03/1107437.11107437.2 than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit G hereto elect from time to time to convert any of its the outstanding Loans Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the 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 LoanAdvance unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate Loan the Advance, 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 LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Advance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in an aggregate a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000 in excess thereof. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the Borrower. (b) Any Loan LIBOR Rate Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)§ 4.1; provided that no LIBOR Rate Loan Advance 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 Advance 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Advance, such Loan Advance shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate Loan Advances at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Floating Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 Base Floating Rate Loan in an a minimum aggregate amount of less than $1,000,000.00 or in a LIBOR Rate Loan in a principal amount of less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Floating Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.of

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one month when any Non Advance Condition 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 an aggregate a principal amount of less than $500,000 1,000,000 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)ss.4.1; provided that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one month when any Default or Non-Advance Condition 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 Default Event of Default. After a Non Advance Condition 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such Loan 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 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 Loanthereto; (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 Loan, 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000such request received. On the date on which such conversion is being made, each Bank 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 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(a)notice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod 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 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 in accordance with this § 2.6. (d) Borrower may not request a LIBOR Rate Loan pursuant to § 2.5, 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 deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a LIBOR Rate Loan with an Interest Period of one (1) month; provided that if a Default or Event of Default has occurred and is continuing, such Loan shall be converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Parent Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000. With respect to any Revolving Credit Loan denominated in an Alternative Currency, the 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 Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Parent 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 Parent Borrower with the terms of §4.1(a)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 Parent Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 PeriodPeriod (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 Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 200,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000200,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to continued as a Base LIBOR Rate Loan for the same Interest Period (unless such Interest Period shall be greater than the time remaining until the 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.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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 Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any 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 Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itRevolving Credit Loan, 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 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 fund or maintain a Loan to be made by the Lenders and the compensation as provided for in Section 5.9 herein. (g) Each request for a conversion or partial conversion given hereunder by the Borrower shall be made by telephone, telecopy, telex or cable, in each case confirmed immediately in writing in the 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 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 a principal amount of less than $500,000 1,000,000.00, or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding the Outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of this §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 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.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five four (54) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan Revolving Credit Loans or Term 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 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; (ii) with respect to any such conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 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 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 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 Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itRevolving Credit LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Revolving Credit Base Rate Loan. (d) The Interest Periods in effect immediately prior to the First Amendment Date shall be continued with respect to and be applicable to the Revolving Credit LIBOR Rate Loans as of the First Amendment Date.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Loan, 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 $500,000 500,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, unless otherwise agreed to by all Lenders there shall be no more than five six (56) LIBOR Rate Loans outstanding Interest Periods relating to portions of the Loan in effect 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five three (53) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its their respective outstanding Loans to a Loan of another Type and such Loan 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 a 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Loan, a 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 $500,000 100,000.00 or an integral multiple of $100,000 50,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or an integral multiple of $50,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 100,000.00 or an integral multiple of $100,00050,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 a Borrower with the terms of §4.1(a)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 a Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) Revolving Credit LIBOR Rate Loans, two (2) Term A LIBOR Rate Loans and two (2) Term B 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 an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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, Term Loan A Maturity Date or 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.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five four (54) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) 2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN. ----------------------------------------------------- The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 Rate Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least one two (12) Business Day’s Days prior written notice of such election; (b) with respect to any such conversion of a LIBOR Rate Loan into a Revolving Credit Loan of another Type, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iic) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each 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 as provided herein, provided that partial conversions shall be in an aggregate -------- principal amount of $500,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Revolving Credit Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time by delivering a Conversion Request in the form of Exhibit L to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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 thereto unless the Borrowers pay the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Revolving Credit 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 in a Base Rate Loan be in an aggregate principal amount of less than $500,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be500,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any 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 Borrower Representative with the terms of §4.1(anotice 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 Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Lenders promptly when any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrower and/or the LP may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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 Loanthereto; (ii) with respect to any such conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 in a Base Rate Loan be in an aggregate principal amount of less than $500,000 50,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 be50,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrower and/or the LP. (b) Any 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 Borrower and/or the LP, as applicable, with the terms of §4.1(anotice 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 Borrower or the LP does not notify the Agent Bank of its election hereunder with respect to any Loan to itRevolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Base Domestic Rate Loan at the end of the applicable Interest Period. (d) Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the 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 Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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 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 LoanLoan as provided 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 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itRevolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to 2.4, 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 deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The 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 Loans Loan to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making conversion of such Loan Loan, there shall be no more than five (5) 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 Loans Loan of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of this §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a LIBOR Rate Loan with a one month Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan 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 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; thereto and (iiiv) with respect to any such conversion of a no Revolving Credit Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each 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 Request relating to the conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any 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 Borrower with the terms of §4.1(anotice 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 Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan to it, such Loan or from Revolving Credit LIBOR Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Revolving Credit LIBOR Rate Loans having the same Interest Period shall not be less than $1,000,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$1,000,000 in excess thereof.

Conversion Options. (a) The 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 Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a1) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five ten (510) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b2) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Base Rate Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days’ ' prior irrevocable 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect elect from time to the making of such Loan there shall be no more than five (5) time to convert LIBOR Rate Loans to Base Rate Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable written notice of such election. A form of Notice of Conversion is attached as Schedule 2.3. If the date upon which a 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 an Interest Period to such succeeding Business Day such Revolving Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding at any one time; LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that -------- (iiii) no a Revolving 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 Loans of any Type may be converted as provided herein, provided that no (ii) partial conversion shall result in conversions into a Base LIBOR Rate Loan shall be in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR 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 less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral 1,000,000 or a whole multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower100,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in subsection 2.3(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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. Where the Borrower shall fail to 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 Loans shall be automatically converted to Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 Borrower 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 LoanLoan 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 Loan, the Borrower 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 $500,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan Loan, there shall be no more than five seven (57) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower 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 Loan 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 Borrower Borrowers’ Representative 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower Borrowers’ Representative 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five (5) 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (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 Borrower Borrowers with the terms of §4.1(a)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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such Loan 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 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 Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan of another Type, the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making proposed date of such Loan there shall be no more than five (5) 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 Loans of any Type may be converted as provided herein, provided that no (x) partial conversion conversions shall result in a Base Rate Loan be in an aggregate principal amount of less than $500,000 1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on 500,000.00 in excess thereof and (y) no more than five (5) Interest Periods for Loans which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such are Eurodollar Rate Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may bebe outstanding at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any Loan of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(anotice 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 Borrower does Borrowers do not notify the Agent of its the Borrowers' election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower 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 Loans which are not subject to a Loan of another Type and such Loan 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 Borrower 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 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 Base Rate Loan in an aggregate principal minimum amount of less than $500,000 at least equal to one thousand (1,000) t▇▇▇ ounces or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On one hundred (100) t▇▇▇ ounces in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the date on which such conversion is being madeAgent, each Bank shall take such action as is necessary be for Precious Metal in an amount equal to transfer its Commitment Percentage three thousand (3,000) t▇▇▇ ounces or an integral multiple of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beone thousand (1,000) t▇▇▇ ounces in excess thereof. Each Conversion 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 BorrowerConsignees. (b) Any 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 Borrower Consignees with the terms of §4.1(anotice provisions contained in ss.2.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, 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 Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan to it, such Loan or from Consignment Fixed Rate Amounts shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Consignment Fixed Rate Amounts having the same Interest Period shall not be less than three thousand (3,000) t▇▇▇ ounces or a Base Rate Loan at the end whole multiple of the applicable Interest Periodone thousand (1,000) t▇▇▇ ounces in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans to a Term Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 500,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five two (52) 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 Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower Companies may elect, subsequent to seven days from the Closing Date and from time to time thereafter, (i) to request any loan made hereunder to be a Eurodollar Loan as of the date of such loan or (ii) to convert Chase Rate Loans to Eurodollar Loans, and may elect from time to time to convert any of its outstanding Eurodollar Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Chase 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give Loans by giving the Agent at least three (3) LIBOR Business Days’ ' prior written irrevocable notice of such election and election, provided that any such conversion of Eurodollar Loans to Chase Rate Loans shall only be made, subject to the second following sentence, on the last day of an Interest Period requested for with respect thereto. Should the Companies elect to convert Chase Rate Loans to Eurodollar Loans, it shall give the Agent at least four Working Days' prior irrevocable notice of such election. If the last day of an Interest Period with respect to a loan that is to be converted to a Eurodollar Loan is not a Working Day, then such conversion shall be made on the next succeeding Business Day or Working Day, as the case may be, and during the period from such last day of an Interest Period to such succeeding Business Day or Working Day, as the case may be, such loan shall bear interest as if it were an Chase Rate Loan. All or any part of outstanding Chase Rate Loans then outstanding with respect to Revolving Loans and Term Loans may be converted to Eurodollar Loans as provided herein, provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or more. Upon the Companies' election of conversion to a Eurodollar Loan, the principal amount Companies shall specify a one, two, three or six month LIBOR period and shall pay the Agent a $500.00 processing fee upon the date of each such election. (b) Any Eurodollar Loans may be continued as such upon the Loan expiration of an Interest Period, provided the Companies so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof andnotify the Agent, after giving effect at least three (3) Business Days' prior to the making expiration of such Loan there shall be said Interest Period, and provided further that no more than five (5) LIBOR Rate Loans outstanding at any one time; and (iii) no Eurodollar Loan may be converted into a LIBOR Rate Loan when continued as such upon the occurrence of any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 continuingunder this Agreement, but shall be automatically converted to a Base an Chase Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any which occurred such Default or Event of Default. Each notice of election, conversion or continuation furnished by the Companies pursuant hereto shall specify whether such election, conversion or continuation is for a one, two, three or six month period. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any have the Consignment Fee applicable to portions of its Consigned Precious Metal outstanding Loans to a Loan of another Type and such Loan 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 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) 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 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 Base Rate Loan in an aggregate principal minimum amount of less than $500,000 at least equal to three hundred (300) troy ▇▇▇ces or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such one hundred (100) in excess thereof and any partial conversion is being made, each Bank of Consignment Fixed Rate Amounts shall take such action as is necessary be for Precious Metal in an amount equal to transfer its Commitment Percentage one thousand (1,000) troy ▇▇▇ces or an integral multiple of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beone hundred (100) in excess thereof. Each Conversion 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 Borrower. (b) Any 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 Borrower with the terms of §4.1(anotice provisions contained in Section 5.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, 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 Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan to it, such Loan or from Consignment Fixed Rate Amounts shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Consignment Fixed Rate Amounts having the same Interest Period shall not be less than one thousand (1,000) troy ▇▇▇ces or a Base Rate Loan at the end whole multiple of the applicable Interest Periodone hundred (100) troy ▇▇▇ces in excess thereof.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its their outstanding Loans to a Loan of another Type and such 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 Borrower 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower 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 $500,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five three (53) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000250,000. On the date on which such conversion is being made, each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §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 Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The 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 Loan 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 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, or on such other date designated by the Borrower in its written notice of such election (provided that, in such event the Borrower shall pay any losses pursuant to §4.10); (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the 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 $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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 Base Rate Loan in an aggregate a principal amount of less than $500,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 If the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, then, so long as no Default or Event of Default shall exist, such Loan shall be automatically converted to automatically, on the last day of the current Interest Period therefore, continue as a Base LIBOR Rate Loan at the end with an Interest Period of the applicable Interest Periodone month.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan 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 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 LoanLoan unless the 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 Loan, the 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 $500,000 or an integral multiple of $100,000 in excess thereof thereof, and, after giving effect to the making of such Loan Loan, there shall be no more than five six (56) 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) unless otherwise specified herein, no conversion from a LIBOR Rate Loan to a Base Rate Loan may be made other than at the end of the applicable Interest Period. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $500,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Base Rate Loan or a continuation of a LIBOR Rate Loan shall be irrevocable by the Borrower. (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 Borrower with the terms of §4.1(a)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 Borrower does not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall 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 Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) 1. CONVERSION TO DIFFERENT LOAN TYPE. --------------------------------- The Borrower may elect from time to time to convert any of its outstanding Loans to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as from a Base Rate Loan or to a LIBOR Rate Loan or from a LIBOR Rate Loan to a Base Rate Loan, as applicable; provided that (ia) with respect to any such conversion of a -------- LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s 's prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Agent at least three (3) LIBOR Business Days prior written notice of such 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 with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than five (5) LIBOR Rate Loans outstanding at any one timethereto; 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §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 Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Loans Loan to a Loan of another Type and such Loan 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 Borrower 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; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower Borrowers shall give the Administrative Agent at least no less than 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 $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no not more than five (5) LIBOR Business Days' prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loans outstanding at any one time; Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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 $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each Bank 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 Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. Borrowers and (bii) 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 Borrower Borrowers with the terms of §4.1(anotice 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 Borrower does not Borrowers' account have actual knowledge. The Administrative Agent shall notify the Agent of its election hereunder with respect Lenders promptly when any such automatic conversion contemplated by this ss.2.8 is scheduled to any Loan occur. Any conversion to it, such Loan or from LIBOR Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $1,000,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$100,000 in excess thereof.