Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 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) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ ' prior written notice of such election, which and such notice must conversion shall only be received by made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $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 (5) Eurodollar Rate Loans outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $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, 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 Eurodollar Lending Office, 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 for an amount equal to $1,000,000 or an integral multiple of $100,000 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 the an 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 notice provisions contained in §2.5(a)(i)terms of Section 4.1; provided that no Libor Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing 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 Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereofLoan, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loan Loans to a Revolving Credit Loan of another TypeType and such Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) 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 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 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 (or a continuation of a Libor 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 electionelection and the Interest Period requested for such Loan, which the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof, after giving effect to the making of such notice must Loan, there shall be received by the Agent by 10:00 a.m. on no more than six (6) LIBOR Rate Loans outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor 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 a principal amount of less than $100,000 or a LIBOR Rate Loan in a principal amount of less than $1,000,000. On the date on which such conversion is being made, each Conversion Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit LIBOR Rate Loan of any Type may be continued as such Type upon the expiration of the an 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 notice provisions contained in terms of §2.5(a)(i)4.1; provided that no Libor 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 Borrower shall notify the Agent 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 their election hereunder with respect to any Revolving Credit LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in accordance with the terms hereof, which case such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan of the Outstanding Loans to a Revolving Credit Loan of another TypeType and such Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) 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 LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(b)), the Borrower Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such electionelection and the Interest Period requested for such Loan, which the principal amount of the Loan so converted shall be in a minimum aggregate amount of $100,000.00 and, after giving effect to the making of such notice must Loan, there shall be received by the Agent by 10:00 a.m. on no more than seven (7) LIBOR Rate Loans Outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit 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 a principal amount of less than $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $100,000.00. On the date on which such conversion is being made, each Conversion Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerBorrowers. (b) Any Revolving Credit LIBOR Rate Loan of any Type may be continued as such Type upon the expiration of the an 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 Borrowers with the notice provisions contained in terms of this §2.5(a)(i)4.1; provided that no Libor 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 Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any Revolving Credit LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in accordance with the terms hereof, which case such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Loan to a Libor Rate Loan (or a continuation of a Libor Prime Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) LIBOR Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Rate LIBOR Loan shall be for an amount equal to $1,000,000 5,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i2.4(a); provided that no Libor Rate LIBOR 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 first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect to convert a Libor Prime Rate Loan to a LIBOR Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a2.4(a) or elect to continue a Libor Rate LIBOR Loan pursuant to §2.5(b2.4(b) if, after giving effect thereto, there would be greater than seven five (75) Libor Rate LIBOR Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate LIBOR Loan that would create greater than seven five (75) Libor Rate LIBOR Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Subject to the provisions hereof, the Company may elect from time to time to convert any an outstanding Revolving Credit Loan Variable Rate Consignment to a Revolving Credit Loan of another TypeFixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate Consignment, provided that (i) 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 Fixed Rate Loan Consignment into a Variable Rate Consignment, such conversion shall only be made on the last day of the Consignment Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Libor Fixed Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b))Consignment, the Borrower Company shall give the Agent Sensata at least three two (32) Business London Banking Days’ prior written notice of such election, the day on which such notice must be received by the Agent by 10:00 a.m. on any Business Dayelection is effective; and (iiiii) no Loan consignment may be converted into a Libor Fixed Rate Loan Consignment when any Default or there has occurred an Event of Default has occurred and hereunder which is continuingcontinuing at the time. The Company shall give to Sensata notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding Revolving Credit Loans of any Type consignments under the Consignment Facility may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and . Each such request shall be irrevocable by the BorrowerCompany. (b) Any Revolving Credit Loan of any Type Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of the Interest a Consignment Period with respect thereto by giving to Sensata notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least four (i4) in London Banking Days’ prior to the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i)day on which such election is effective; provided that no Libor Fixed Rate Loan Consignment may be continued as such when any Default or there has occurred an Event of Default has occurred and is continuing hereunder, but shall be automatically converted to a Base Variable Rate Loan Consignment on the last day of the first Interest Consignment Period relating thereto ending during the continuance of any Default or such Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower Company does not notify the Agent Sensata of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofconsignment, such Loan consignment shall be automatically converted to to, or continued as, a Base Variable Rate Loan Consignment at the end of the applicable Interest Consignment 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Loan to a Base Rate Loan, the Borrowers shall give the Administrative Agent not less than one (1) and not more than five (5) Business Days' prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(b)), the Borrower Borrowers shall give the Administrative Agent at least no less than three (3) and not more than five (5) LIBOR Business Days’ ' prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Loan of another Type, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each 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 Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that each (i) any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerBorrowers and (ii) with respect to LIBOR Rate Loans, there shall be no more than ten (10) separate Interest Periods in effect at any one time. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 Borrowers with the notice provisions contained in §2.5(a)(iss.2.7(a); provided that no Libor 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 officers of the Administrative Agent active upon the Borrowers' account have actual knowledge. The Borrower Administrative Agent shall notify the Agent Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occurss. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 a Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least four (4) Eurodollar Business Day; Days' prior written notice of such election and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar 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 further that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 3,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.6 (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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 Eurodollar Rate Loan pursuant to §2.4Section 2.5, elect to convert a Base Rate Loan to a Libor Eurodollar Rate Loan pursuant to §Section 2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(bSection 2.6(b) if, after giving effect thereto, there would be greater than seven eight (7) Libor 8) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven eight (7) Libor 8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Company may elect from time to time time, by request (a "Conversion Request") in writing (or by confirmed electronic communication or by telephone confirmed in writing), to convert any outstanding Revolving Credit Loan (other than a Swing Line Loan) denominated in Dollars to a Revolving Credit Loan of another TypeType denominated in Dollars, provided that (i) 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 Eurocurrency Loan to a Prime Rate Loan, the Company shall give the Administrative Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Prime Rate Loan to a Libor Rate Loan (or a continuation of a Libor Rate Eurocurrency Loan, as provided in §2.5(b)), the Borrower Company shall give the Administrative Agent at least three (3) Business Days’ ' prior written notice of such election; (iii) with respect to any such conversion of a Eurocurrency Loan into a Prime Rate Loan, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto, and (iiiv) no Prime Rate Loan may be converted into a Libor Rate Eurocurrency Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Loans to its Domestic Lending Office or its Eurocurrency 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 each any conversion shall comply with the minimum aggregate principal amount requirements set forth in Section 2.3(a). Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Rate Eurocurrency Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerCompany. (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 the an 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 Company with the notice provisions contained in §2.5(a)(i)Section 2.6(a) hereof; provided that (i) as to any Eurocurrency Loan denominated in Dollars, no Libor Rate such Eurocurrency 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 DefaultDefault of which officers of the Administrative Agent active upon the account have actual knowledge; and (ii) as to any Eurocurrency Loan denominated in an Optional Currency, no such Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred or is continuing, but shall be repaid by the Company on the last day of the Interest Period relating thereto. In the event that the Company fails to provide any Conversion Request with respect to the continuation of any Eurocurrency Loan as such, then (x) as to any Eurocurrency Loan denominated in Dollars, such Eurocurrency Loan shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto, and (y) as to any Eurocurrency Loan denominated in an Optional Currency, such Eurocurrency Loan shall be repaid on the last day of the Interest Period relating thereto. The Borrower Administrative Agent shall notify the Agent Banks promptly when any such automatic conversion contemplated by this §2.5(bSection 2.6(b) 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 Revolving Credit Loan in accordance with the terms hereof, such Loan or from Eurocurrency Loans 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 in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurocurrency Loans having the same Interest Period shall not be greater less than seven $5,000,000 or a whole multiple of $500,000 in excess thereof (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoingor, in the event case of Eurocurrency Loans denominated in an Optional Currency, that whole number which is nearest to the Borrower wishes Dollar Equivalent of $5,000,000 or $500,000, as the case may be, rounded to convert or continue two or the nearest one thousandth). No more than ten (10) Eurocurrency Loans into one Libor Rate Loan on the same day and for identical with different Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute be outstanding at one single Libor Rate Loan for purposes of this clause (d)time. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans elect from time to time to convert any outstanding Revolving Credit Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a Revolving Credit LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) 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 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) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $1,000,000 2,500,000 or an integral a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any Revolving Credit Loan of any Type LIBOR Rate Loans may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.10(a); provided provided, that no Libor 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. The Borrower shall notify the Agent 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 Revolving Credit Loan continuing, in accordance with the terms hereof, which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not request or elect a Libor Rate Loan pursuant shall fail to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect give timely notice of an election to continue a Libor LIBOR Rate Loan pursuant to §2.5(b) ifLoan, after giving effect thereto, there would be greater than seven (7) Libor or the continuation of LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor is not permitted hereunder, such LIBOR Rate Loans outstanding shall be deemed automatically converted to be a Loan Request or Conversion Request for a Alternate Base Rate Loan. By way of explanation Loans at the end of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical applicable Interest Periods (or borrow an additional Revolving Credit Loan simultaneously Period with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)respect thereto. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Subject to the provisions hereof, the Customers may elect from time to time to convert any an outstanding Revolving Credit Loan Floating Rate Consignment to a Revolving Credit Loan of another TypeFixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) 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 Fixed Rate Loan Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Libor Fixed Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b))Consignment, the Borrower Customers shall give the Agent Metal Lender at least three (3) Business London Banking Days’ prior written notice of such election, the day on which such notice must be received by the Agent by 10:00 a.m. on any Business Dayelection is effective; and (iiiii) no Loan Consignment may be converted into a Libor Fixed Rate Loan Consignment when any Default or Event of a Default has occurred and is continuingcontinuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Revolving Credit Loans of any Type Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), provided 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 or an integral multiple of $100,000 in excess thereof and such request shall be irrevocable by the BorrowerCustomers. (b) Any Revolving Credit Loan of any Type Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of the Interest a Fixed Rate Period with respect thereto (i) by giving to the Metal Lender notice by facsimile transmission in the case form of Base Rate Loans, automatically and Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (ii3) in London Banking Days’ prior to the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i)day on which such election is effective; provided that no Libor Fixed Rate Loan Consignment may be continued as such when any Default or Event of while a Default has occurred and is continuing continuing, but shall be automatically converted to a Base Floating Rate Loan Consignment on the last day of the first Interest Fixed Rate Period relating thereto ending during the continuance of any Default or Event of such Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does Customers do not notify the Agent Metal Lender of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofConsignment, such Loan Consignment shall be automatically converted to a Base Floating Rate Loan Consignment at the end of the applicable Interest Fixed Rate 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loans, elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 conversion of a Alternate Base Rate Loan Loans to a Libor LIBOR Rate Loan (or a continuation of a Libor Rate LoanLoans, as provided in §2.5(b)), by giving the Borrower shall give the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election, election substantially in the form of the notice attached as Schedule 2.10 (the “Notice of Conversion/Extension”). If the date upon which such notice must an Alternate Base Rate Loan is to be received by the Agent by 10:00 a.m. on any converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; and provided that (iii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of (A) in the case of Revolving Loans, $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable by (B) in the Borrowercase of the Term Loan, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Revolving Credit Loan of any Type LIBOR Rate Loans may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.10(a); provided provided, that no Libor 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. The Borrower shall notify the Agent 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 Revolving Credit Loan continuing, in accordance with the terms hereof, which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not request or elect a Libor Rate Loan pursuant shall fail to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect give timely notice of an election to continue a Libor LIBOR Rate Loan pursuant to §2.5(b) ifLoan, after giving effect thereto, there would be greater than seven (7) Libor or the continuation of LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor is not permitted hereunder, such LIBOR Rate Loans outstanding shall be deemed automatically converted to be a Loan Request or Conversion Request for a Alternate Base Rate Loan. By way of explanation Loans at the end of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical applicable Interest Periods (or borrow an additional Revolving Credit Loan simultaneously Period with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)respect thereto. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan Advance to a Revolving Credit Loan an Advance of another TypeType and such Advance shall thereafter bear interest as a Base Rate Advance or a LIBOR Rate Advance, as applicable; provided that (i) 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 LIBOR Rate Advance to a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b))Advance, the Borrower shall give the Agent at least three (3) Business Days’ ' prior written notice of such election, which and such notice must conversion shall only be received by made on the last day of the Interest Period with respect to such LIBOR Rate Advance; (ii) with respect to any such conversion of a Base Rate Advance to a LIBOR Rate Advance, the Borrower shall give the Agent by 10:00 a.m. on at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Advance, the principal amount of the Advance so converted shall be in a minimum aggregate amount of $100,000.00 or an integral multiple of $1,000 in excess thereof and, after giving effect to the making of such Advance, there shall be no more than five (5) LIBOR Rate Advances outstanding at any Business Dayone time; and (iiiii) no Loan Advance may be converted into a Libor LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Advances of any Type may be converted as provided herein, provided that subject to the foregoing limits. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Advance 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 Advance to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and Advance shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type Advance may be continued as such Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)terms of Section 5.3; provided that no Libor LIBOR Rate Loan Advance 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 Advance on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereofoutstanding Advance, such Loan Advance shall be automatically converted to a Base Rate Loan Advance 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, Borrower shall give Agent at least three (3) Business Days prior written notice of such election; (ii) 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 thereto; (iii) subject to the further proviso at the end of this §2.5(a) section and subject to §2.5(b§ 2.6(b) and §2.5(d), § 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ Days prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 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 $100,000 500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i§ 2.6 (a); provided that no Libor 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. The Borrower shall notify Default of which the officers of Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 Revolving Credit Loan in accordance with the terms hereofLoan, 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) The Borrower may not request or elect a Libor LIBOR Rate Loan pursuant to §2.4§ 2.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(a§ 2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(b§ 2.6(b) if, after giving effect thereto, there would be greater than seven five (75) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven five (75) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Company may elect from time to time ------------------ on any Business Day to convert any outstanding Revolving Credit Loan to continue the Eurodollar Loans comprising a Revolving Credit Borrowing or any Portion thereof or convert all of the Loans comprising a Revolving Borrowing or any Portion thereof from Loans of one type to Loans of a different type, in each case, by delivering to the Administrative Agent an irrevocable notice (a "Notice of Revolving Loan Continua tion/Conversion") at ------------------------------------------------- least three Business Days prior to the date of another Typesuch continuation or conver sion, provided that (i) subject any conversion of Base Rate Loans to Eurodollar Loans must be -------- in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, (ii) any conversion of Eurodollar Loans to Base Rate Loans must be in a minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the further proviso at last day of an Interest Period with respect thereto or, with respect to any conversion, upon the end payment of this §2.5(aany amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Revolving Loan Continuation/Conversion shall specify: (a) and subject the Revolving Borrowing or Portion thereof to §2.5(bbe continued or converted; (b) and §2.5(d), with respect to any 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 Loans comprising such Revolving Borrowing, the Borrower shall give the Agent at least three (3) Business Days’ prior written notice type of such election, Loans into which such notice must Loans are to be received by converted; (c) the Agent by 10:00 a.m. on amount to be continued or converted and the duration of any Business Dayapplicable Interest Period; and (iid) no the date of continuation or conversion. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Lender of the details thereof. (b) In the event the Company fails to give a Notice of Revolving Loan may Continuation/Conversion in respect of Eurodollar Loans comprising any Revolving Borrowing or Portion thereof, the Company shall be converted into a Libor deemed to have requested conversion of the Eurodollar Loans comprising such Revolving Borrowing or Portion thereof to Base Rate Loan when any Default or Loans on the last day of the then current Interest Period applicable thereto. (c) Anything herein to the contrary notwithstanding, in the event that an Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit , no Base Rate Loans of any Type may be converted to Eurodollar Loans and all Revolving Loans then being maintained as provided hereinEurodollar Loans shall, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. Period (d) The Borrower may not request or elect a Libor Rate Loan pursuant if such Event of Default is continuing on such date), be converted 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)Loans. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this §Section 2.5(a) and subject to §Section 2.5(b) and §2.5(d), with respect to any conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (34) Eurodollar Business Days’ ' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iiiii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Prime Rate Loans, automatically and (ii) in the case of Libor Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(iSection 2.5(a)(ii); 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 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. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §Section 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 Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §Section 2.4, elect to convert a Base Prime Rate Loan to a Libor Rate Eurodollar Loan pursuant to §Section 2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §Section 2.5(b) if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Eurodollar Rate Loan shall constitute one single Libor Eurodollar Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) 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 LIBOR Rate Loan into a Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (ii) with respect to any such conversion of a Prime Rate Loan to a Libor Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ prior written Lender notice of such election, which such notice must be received by election no later than 12:00 noon (Boston time) two (2) LIBOR Business Days prior to the Agent by 10:00 a.m. on any Business Dayproposed date of conversion; and (iiiii) no Credit Loan may be converted into a Libor LIBOR 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 C, annexed hereto. All or any part of outstanding Revolving Outstanding Credit Loans of any Type may be converted as provided herein, provided PROVIDED that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan (x) partial conversions shall be for in an aggre gate principal amount equal to of $1,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and (y) no more than five (5) Interest Periods for Credit Loans which are LIBOR Rate Loans may be outstanding at any one time. Each Conversion Request shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.10(a); provided PROVIDED that no Libor 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. The Borrower shall notify Default of which the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occurofficers of the Lender active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent Lender of its the Borrower's election hereunder under Section 2.10(b) with respect to any Revolving Credit Loan in accordance with the terms hereofLoan, such Credit Loan shall be automatically converted to a Base Prime 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (ii) with respect to any such conversion of a Loan to a Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b))another Type, the Borrower shall give the Agent at least three (3) Business Days’ prior written notice of such election, which such notice must be received by election no later than 12:00 noon (Boston time) two (2) LIBOR Business Days prior to the Agent by 10:00 a.m. on any Business Dayproposed date of conversion; and (iiiii) no Loan may be converted into a Libor LIBOR 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 C, annexed hereto. All or any part of outstanding Revolving Credit Outstanding Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan (x) partial conversions shall be for in an aggregate principal amount equal to of $1,000,000 or an integral multiple of $100,000 100,000.00 in excess thereof and (y) no more than five (5) Interest Periods for Revolving Credit Loans which are LIBOR Rate Loans may be outstanding at any one time. Each Conversion Request shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.9(a); provided that no Libor LIBOR Rate Loan may be continued con tinued 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 the Agent active upon the Borrower's account have actual knowledge. The Borrower Agent shall notify the Agent Lenders promptly when any such automatic conversion contemplated contem plated 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.Section 2.9

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 a LIBOR Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) Eurodollar Business Day; Days prior written notice of such election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 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 $100,000 500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)Section 2.6 (a) ; provided that no Libor 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Rate Loan pursuant to §2.4Section 2.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(aSection 2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(bSection 2.6(b) if, after giving effect thereto, there would be greater than seven five (75) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven five (75) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (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 conversion of a Base Prime Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 11:00 a.m. on any Business Day; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Prime Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); 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 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. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Prime Rate Loan is less than three (3) Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Prime Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Prime Rate Loan to a Libor Rate Eurodollar Loan pursuant to §2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Eurodollar Rate Loan shall constitute one single Libor Eurodollar Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 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 (with copies to the Agent for each Lender) at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven four (74) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven four (74) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Libor Rate Loan to a Revolving Credit Base Rate Loan of another Typeor any outstanding Base Rate Loan to a Libor Rate Loan, 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 three (3) Libor Business Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (ii) subject to the further proviso at the end of provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any 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, which such notice must be received by the Agent by 10:00 11:00 a.m. on any Libor Business Day; and (ii) provided that 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 outstanding Revolving Credit Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan of any Type may be continued automatically as such upon the expiration of the Interest Period with respect thereto (ias set forth in §2.5(c) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans or by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.5(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 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 Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Base Rate Loan in accordance with upon the terms hereofexpiration of the Interest Period or Libor Rate Loan, such portion of the Term Loan shall be automatically converted to (or continued as) a Base Libor Rate Loan having a 1-month Interest Period 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 Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) ), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto, thereto there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 a Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least four (4) Eurodollar Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar 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 further that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 5,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)Section 2.6 (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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 Eurodollar Rate Loan pursuant to §2.4Section 2.5, elect to convert a Base Rate Loan to a Libor Eurodollar Rate Loan pursuant to §2.5(aSection 2.6(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(bSection 2.6(b) if, after giving effect thereto, there would be greater than seven eight (7) Libor 8) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven eight (7) Libor 8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.5(b) and ss.2.5(a)(ii); (ii) subject to the further proviso at the end of this §2.5(ass.2.5(a) and subject to §2.5(bss.2.5(b) and §2.5(d), with respect to any conversion of a Base Rate Loan to a Libor LIBOR Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(bss.2.5(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iiiii) no Revolving Credit Loan may be converted into a Libor 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 250,000 or an integral multiple of $100,000 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 upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor LIBOR Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(iss.2.5(a)(ii); provided that no Libor 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. The Borrower Agent shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.ss.2.5

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Revolving Credit -------- Eurodollar Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Revolving Credit Eurodollar Rate Loan as provided in (S)2.7(b) and (S)2.7(a)(ii); (ii) subject to the further proviso at the end of this §2.5(a(S)2.7(a) and subject to §2.5(b(S)2.7(b) and §2.5(d2.7(d), with respect to any conversion of a Base Rate Loan to a Libor Revolving Credit Eurodollar Rate Loan (or a continuation of a Libor Revolving Credit Eurodollar Rate Loan, as provided in §2.5(b(S)2.7(b)), the Borrower shall give the Agent (with copies for each Bank) at least three (3) Eurodollar Business Days’ ' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iiiii) no Revolving Credit Loan may be converted into a Libor Revolving Credit Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided -------- that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Revolving Credit Eurodollar Rate Loan shall be for an amount equal to $1,000,000 500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Revolving Credit Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i(S)2.7(a)(ii); provided that no Libor Revolving Credit 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. The Borrower Agent shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.S)2.7

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this §Section 2.5(a) and subject to §Section 2.5(b) and §Section 2.5(d), with respect to any conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (34) Eurodollar Business Days’ ' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iiiii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Prime Rate Loans, automatically and (ii) in the case of Libor Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(iSection 2.5(a)(ii); provided PROVIDED that no Libor Eurodollar -36- 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 first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §Section 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 Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §Section 2.4, elect to convert a Base Prime Rate Loan to a Libor Rate Eurodollar Loan pursuant to §Section 2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §Section 2.5(b) if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Eurodollar Rate Loan shall constitute one single Libor Eurodollar Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Libor Rate Loan to a Revolving Credit Base Rate Loan of another Typeor any outstanding Base Rate Loan to a Libor Rate Loan, provided that (i) with respect to any such conversion of a Libor Rate Loan to a Base Rate Loan (or a continuation of a Base 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, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (ii) subject to the further proviso at the end of provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any 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, which such notice must be received by the Agent by 10:00 11:00 a.m. on any Libor Business Day; and (ii) provided that 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 outstanding Revolving Credit Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan of any Type may be continued automatically as such upon the expiration of the Interest Period with respect thereto (ias set forth in §2.5(c) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans or by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.5(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 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 Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofFloating Rate Loan, such Loan shall be automatically converted to (or continued as) a Base Libor Rate Loan having a 1-month Interest Period 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 Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) ), and no Floating Rate Loan shall be automatically converted to or continued as a Libor Rate Loan, if, after giving effect thereto, thereto there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another TypeType by delivering a Conversion Request to the Operations Agent, provided that (ia) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor an Overnight Rate Loan, as provided in §2.5(b)), the Borrower shall give the Operations Agent at least two (2) Business Days prior written notice of such election; (b) with respect to any such conversion of an Overnight Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days’ Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into an Overnight Rate Loan, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto and (iid) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its 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 Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that each any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)Section 2.02; provided that no Libor 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 an Overnight 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 Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower fails to provide any such notice with respect to the continuation of any LIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to an Overnight Rate Loan on the last day of the first Interest Period relating thereto. The Borrower Operations Agent shall notify the Agent Banks promptly when any such automatic conversion contemplated by this §2.5(b) Section 2.16 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 Revolving Credit Loan in accordance with the terms hereof, such Loan or from LIBOR Rate Loans 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 in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor the aggregate principal amount of all LIBOR Rate Loans then outstandinghaving the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater No more than seven five (75) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical having different Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)may be outstanding at any time. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) 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 Loan to a Base Rate Loan, the Borrowers shall give the Agent at least two (2) Business Days' prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower Borrowers shall give the Agent at least three two (32) Eurodollar Business Days’ ' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its 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 Loan of another Type as provided herein, provided PROVIDED that each any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (except that the foregoing limitation shall not be applicable to Base Rate Loans to the extent that the proceeds of such borrowing are requested to be disbursed to the Borrowers' controlled disbursement account maintained with the Agent). Each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerBorrowers. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 Borrowers with the notice provisions contained in §2.5(a)(i/section/2.7(a); 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 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 Agent active upon the Borrowers' account have actual knowledge. The Borrower Agent shall notify the Agent Banks promptly when any such automatic conversion contemplated by this §2.5(b) /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 Revolving Credit Loan in accordance with the terms hereof, such Loan or from Eurodollar Rate Loans 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 in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor the aggregate principal amount of all Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on having the same day and for identical Interest Periods (Period shall not be less than $500,000 or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes whole multiple of this clause (d)$100,000 in excess thereof. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days’ prior written notice of such election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; (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 conversion of a Base Prime Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three four (34) Eurodollar Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Prime Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.5(a)(ii) above and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); 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 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. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if the Revolving Credit Loan involves a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Loan is less than four Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Prime Rate Loan to a Libor Rate Eurodollar Loan pursuant to §2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Eurodollar Rate Loan shall constitute one single Libor Eurodollar Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Companies may elect from time to time to convert any outstanding Revolving Credit Loan Advance to a Revolving Credit Loan an Advance of another Type, provided that (i) 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 LIBOR Rate Loan Advance into an Advance of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (ii) with respect to any such conversion of a Prime Rate Advance to a Libor LIBOR Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b))Advance, the Borrower Companies shall give the Agent Lender at least three (3) Eurodollar Business Days’ ' prior written notice of such election, the day on which such notice must be received by the Agent by 10:00 a.m. on any Business Dayelection is effective; and (iiiii) no Loan Advance may be converted into a Libor LIBOR Rate Loan Advance when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuinghereunder. The Companies shall give to the Lender telephonic notice (confirmed in writing by the Lender) of their decision to convert an outstanding Advance to an Advance of another Type. All or any part of outstanding Revolving Credit Loans Advances of any Type may be converted as provided herein, provided that each . 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerCompanies. (b) Any Revolving Credit Loan Advances of any Type may be continued as such upon the expiration of the an Interest Period with respect thereto by giving to the Lender telephonic notice (i) confirmed in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance writing by the Borrower with Lender) of the notice provisions contained in §2.5(a)(i)Companies' decision to continue an outstanding Advance as such; provided that no Libor LIBOR Rate Loan Advance may be continued as such when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuing hereunder, but shall be automatically converted to a Base Prime Rate Loan Advance on the last day of the first Interest Period relating thereto ending during the continuance of any Default or such Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does Companies do not notify the Agent Lender of its their election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofAdvance, such Loan Advance shall be automatically converted to a Base Prime Rate Loan Advance 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (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 conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 11:00 a.m. on any Business Day; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); 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. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Base Rate Loan made at a point when the time between the end of the initial Interest Period for such Base Rate Loan and the making of such Base Rate Loan is less than three (3) Eurodollar Business Days, such Base Rate Loan shall continue as a Base Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Base Rate Loan which next follows such Base Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Base Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Eurodollar Loan pursuant to §2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Eurodollar Rate Loan shall constitute one single Libor Eurodollar Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day's prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower Borrowers shall give the Agent at least three (3) Eurodollar Business Days’ ' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Daylast day of the Interest Period with respect thereto; and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take 29 such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its 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 Loan of another Type as provided herein, provided that each any partial conversion 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 Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerBorrowers. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 Borrowers with the notice provisions contained in §2.5(a)(iss.2.5(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 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 Borrower shall notify Default of which officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) active upon the Borrowers' account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder Borrowers fail to provide any such notice with respect to the continuation of any Revolving Credit Eurodollar Rate Loan in accordance with the terms hereofas 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 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 Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect Period relating thereto, there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will shall notify the Banks promptly notify each Lender of when any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practicessuch automatic conversion contemplated by this ss.

Conversion Options. (a) The Borrower Company may elect from time to time ------------------ on any Business Day to continue the Eurodollar Loans comprising a Term Borrowing or any Portion thereof or convert all of the Loans comprising a Term Borrowing or any outstanding Revolving Credit Portion thereof from Loans of one type to Loans of a different type, in each case, by delivering to the Administrative Agent an irrevocable notice (a "Notice of Term Loan Continuation/Conversion") at least three Business Days -------------------------------------------- prior to a Revolving Credit Loan the date of another Typesuch continuation or conversion, provided that (i) subject any -------- conversion of Base Rate Loans to Eurodollar Loans must be in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, (ii) any conversion of Eurodollar Loans to Base Rate Loans must be in a minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the further proviso at last day of an Interest Period with respect thereto or, with respect to any conversion, upon the end payment of this §2.5(aany amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Term Loan Continuation/Conversion shall specify: (a) and subject the Term Borrowing or Portion thereof to §2.5(bbe continued or converted; (b) and §2.5(d), with respect to any 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 Loans comprising such Term Borrowing, the Borrower shall give the Agent at least three (3) Business Days’ prior written notice type of such election, Loans into which such notice must Loans are to be received by converted; (c) the Agent by 10:00 a.m. on amount to be continued or converted and the duration of any Business Dayapplicable Interest Period; and (iid) no the date of continuation or conversion. Upon receipt of such notice, the Administrative Agent shall promptly notify each Term Lender of the details thereof. (b) In the event the Company fails to give a Notice of Term Loan may Continuation/Conversion in respect of Eurodollar Loans comprising any Term Borrowing or Portion thereof, the Company shall be converted into a Libor deemed to have requested conversion of the Eurodollar Loans comprising such Term Borrowing or Portion thereof to Base Rate Loan when any Default or Loans on the last day of the then current Interest Period applicable thereto. (c) Anything herein to the contrary notwithstanding, in the event that an Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit , no Base Rate Loans of any Type may be converted to Eurodollar Loans and all Term Loans then being maintained as provided hereinEurodollar Loans shall, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. Period (d) The Borrower may not request or elect a Libor Rate Loan pursuant if such Event of Default is continuing on such date), be converted 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)Loans. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 a LIBOR Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) Eurodollar Business Day; Days prior written notice of such election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 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 $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.6(a); provided that no Libor 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Rate Loan pursuant to §2.4Section 2.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(aSection 2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(bSection 2.6(b) if, after giving effect thereto, there would be greater than seven four (74) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven four (74) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least four (4) LIBOR Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 LIBOR Loan shall be for an amount equal to $1,000,000 5,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)ss.2.6 (a) ; provided that no Libor Rate LIBOR 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Loan pursuant to §2.4ss.2.5, elect to convert a Base Rate Loan to a Libor Rate LIBOR Loan pursuant to §2.5(ass.2.6(a) or elect to continue a Libor Rate LIBOR Loan pursuant to §2.5(bss.2.6(b) if, after giving effect thereto, there would be greater than seven five (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods5), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Loan to a Libor Rate Loan (or a continuation of a Libor Prime Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to ss.2.4(b) and ss.2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) LIBOR Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Rate LIBOR Loan shall be for an amount equal to $1,000,000 5,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)ss.2.4 (a) ; provided that no Libor Rate LIBOR 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 first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to a Base Prime 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 Prime Rate Loan to a Libor Rate LIBOR Loan pursuant to §2.5(ass.2.4(a) or elect to continue a Libor Rate LIBOR Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.ss.2.4

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan on the last day of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), Interest Period with respect to any 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) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Daythereto; and (iiiv) no the interest rate applicable to all or any portion of the Term Loan may not be converted into a Libor to an interest rate determined by reference to the LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All 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 the applicable portion of the Term Loan to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Subject to the terms of Section 4.5(c) hereof, the interest rate applicable to all or any part of the outstanding Revolving Credit Loans of any Type Term Loan may be converted into a different interest rate as provided herein, provided that each (1) any partial conversion shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof and (2) with respect to any portion of the Term Loan bearing interest at a rate per annum determined by reference to the LIBOR Rate, there shall be no more than six (6) separate Interest Periods in effect at any one time. Each Conversion Request relating to the conversion of a Base Rate the interest rate applicable to all or any portion of the Term Loan to a Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit The interest applicable to all or any portion of the Term Loan of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 4.5(a); provided that no Libor an interest rate determined by reference to LIBOR Rate Loan may not 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 interest rate determined by reference to the 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 Borrower shall notify Default of which officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive upon the Borrower's account have actual knowledge. (c) In Any conversion to or from an interest rate determined by reference to the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereof, such Loan LIBOR Rate 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 in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan the aggregate principal amount of that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation portion of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Term Loan bearing interest at an interest rate based on the LIBOR Rate having the same day and for identical Interest Periods (Period shall not be less than $1,000,000 or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)integral multiple thereof. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 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 (with copies to the Agent for each Lender) at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven five (75) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven five (75) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least four (4) Eurodollar Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar 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 further that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 3,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)2.6 (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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 Eurodollar Rate Loan pursuant to §2.42.5, elect to convert a Base Rate Loan to a Libor Eurodollar Rate Loan pursuant to §2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(b2.6(b) if, after giving effect thereto, there would be greater than seven six (76) Libor Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven six (76) Libor Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) 4.1.1. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ ' prior written notice of such election, which and such notice must conversion shall only be received by made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $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 (5) Eurodollar Rate Loans outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $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, 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 Eurodollar Lending Office, 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 for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) 4.1.2. Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)terms of Section 4.1; provided that no Libor Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing 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 Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) 4.1.3. In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loan Loans to a Revolving Credit Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, provided as applicable; PROVIDED that (i) 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 Eurodollar 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 Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ ' prior written notice of such electionelection and the Interest Period requested for such Loan, which the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such notice must Loan, there shall be received by the Agent by 10:00 a.m. on no more than eight (8) Eurodollar Rate Loans outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000 or a Eurodollar Rate Loan in a principal amount of less than $2,000,000 and that the principal amount of each Conversion Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Eurodollar Rate Loan of any Type may be continued as such Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)terms of 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 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 Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereofEurodollar Rate Loan, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Eurodollar Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ ' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to (S)2.6(b) and (S)2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least four (4) Eurodollar Business Day; Days' prior written notice of such election and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar 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 further that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 3,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)(S)2.6 (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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to or continued as a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Eurodollar Rate Loan pursuant to §2.4(S)2.5, elect to convert a Base Rate Loan to a Libor Eurodollar Rate Loan pursuant to §2.5(a(S)2.5(a) or elect to continue a Libor Eurodollar Rate Loan pursuant to §2.5(b(S)2.6(b) if, after giving effect thereto, there would be greater than seven eight (7) Libor 8) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Eurodollar Rate Loan that would create greater than seven eight (7) Libor 8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 Borrower shall give the Agent by 10:00 a.m. on any at least three (3) Eurodollar Business Day; Days prior written notice of such election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 LIBOR Rate Loan shall be for an amount equal to $1,000,000 2,000,000 (unless the aggregate outstanding principal amount of Loans is less than $2,000,000) or an integral multiple of $100,000 500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)2.6 (a) ; provided that no Libor 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Rate Loan pursuant to §2.42.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(a2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(b2.6(b) if, after giving effect thereto, there would be greater than seven five (75) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven five (75) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day's prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Eurodollar Rate Loan, as provided in §2.5(b)), the Borrower Borrowers shall give the Agent at least three (3) Eurodollar Business Days’ ' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Daylast day of the Interest Period with respect thereto; and (iiiv) no Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its 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 Loan of another Type as provided herein, provided that each any partial conversion 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 Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowerBorrowers. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 Borrowers with the notice provisions contained in §2.5(a)(iSection 2.5(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 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 Borrower shall notify Default of which officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) active upon the Borrowers' account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder Borrowers fail to provide any such notice with respect to the continuation of any Revolving Credit Eurodollar Rate Loan in accordance with the terms hereofas 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 Section 2.5 is scheduled to occur. (dc) The Borrower may not request Any conversion to or elect a Libor from Eurodollar Rate Loan Loans shall be in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor the aggregate principal amount of all Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on having the same day and for identical Interest Periods (Period shall not be less than $500,000 or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes whole multiple of this clause (d)$500,000 in excess thereof. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Each Borrower may may, in the case of Revolving Loans, SFG Revolving Loans and the Term Loans, elect from time to time to convert any outstanding Revolving Credit Alternate Base Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.12. If the date upon which an Alternate Base Rate Loan is to be converted to a Revolving Credit LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) 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 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) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $1,000,000 5,000,000 or an integral a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any Revolving Credit Loan of any Type LIBOR Rate Loans may be continued as such upon the expiration of the an 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 applicable Borrower with the notice provisions contained in §2.5(a)(iSection 2.12(a); provided provided, that no Libor 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.is

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan with each Bank from a Base Rate Loan to a Revolving Credit LIBOR Rate Loan of another Typeor from a LIBOR Rate Loan to a Base Rate Loan, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice Notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) LIBOR Business DayDays prior written Notice of such election; and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, the Banks shall take such action as is necessary to transfer such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each any partial conversions shall be in an aggregate principal amount of $300,000 or a whole multiple of $100,000 in addition thereto. Each Conversion Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Base Rate Loan of any Type or LIBOR Rate Loan may be continued as such upon the expiration of the an 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 notice Notice provisions contained in §2.5(a)(iSection 2.1A(a); provided that no Libor 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 Borrower shall notify the Agent 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 fails to provide any such Notice with respect to the continuation of any Revolving Credit LIBOR Rate Loan in accordance with the terms hereofas such, then such LIBOR 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. (dc) The Borrower may not request Any conversion to or elect a Libor from LIBOR Rate Loan Loans shall be in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7i) Libor the aggregate principal amount of all LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on having the same day and for identical Interest Periods (Period shall not be less than $300,000 or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes whole multiple of this clause (d)$100,000 in addition thereto. (ed) The Agent will promptly notify All Loans shall be made on a pro rata basis from each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practicesthe Banks.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 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 (with copies to the Agent for each Lender) at least three (3) Business Days’ ' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) 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 outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereof, such 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 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 seven six (76) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven six (76) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loans, elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 conversion of a Alternate Base Rate Loan Loans to a Libor LIBOR Rate Loan (or a continuation of a Libor Rate LoanLoans, as provided in §2.5(b)), by giving the Borrower shall give the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election, election substantially in the form of the notice attached as Schedule 2.10 (the “Notice of Conversion/Extension”). If the date upon which such notice must an Alternate Base Rate Loan is to be received by the Agent by 10:00 a.m. on any converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; and provided that (iii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of (A) in the case of Revolving Loans, $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable by (B) in the Borrowercase of the Term Loan, $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) Any Revolving Credit Loan of any Type LIBOR Rate Loans may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.10(a); provided that no Libor 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. The Borrower shall notify the Agent 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 Revolving Credit Loan continuing, in accordance with the terms hereof, which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not request or elect a Libor Rate Loan pursuant shall fail to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect give timely notice of an election to continue a Libor LIBOR Rate Loan pursuant to §2.5(b) ifLoan, after giving effect thereto, there would be greater than seven (7) Libor or the continuation of LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor is not permitted hereunder, such LIBOR Rate Loans outstanding shall be deemed automatically converted to be a Loan Request or Conversion Request for a Alternate Base Rate Loan. By way of explanation Loans at the end of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical applicable Interest Periods (or borrow an additional Revolving Credit Loan simultaneously Period with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)respect thereto. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of the outstanding Revolving Credit Term Loan to a Revolving Credit Loan of another Type, provided that (i) subject to the further proviso at the end of outstanding Libor Rate Loan to a Base Rate Loan or any outstanding Base Rate Loan to a Libor Rate Loan, 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 three (3) Libor Business Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any 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, which such notice must be received by the Agent by 10:00 1011:00 a.m. on any Libor Business Day; and (ii) provided that no Loan may be converted into a Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Term Loan of any Type TypeLibor Rate Loans may be converted to Base Rate Loans and vice versa as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit portion of the Term Loan of any Type TypeSubject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans Loansas set forth in §2.5(c) or by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.5(a)(iii); 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. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In InSubject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit portionBase Rate Loan upon the expiration of the Term Loan in accordance with the terms hereofhereofInterest Period or Libor Rate Loan, such portion of the Term Loan shall be automatically converted to a Base Base(or continued as) a Libor Rate Loan having a 1-month Interest Period 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 Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) ), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto, there would be greater than seven fiveseven (757) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven fiveseven (757) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans portions of the Term LoanLoans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

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 to convert any outstanding Revolving Credit Committed Loan to a Revolving Credit Committed Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor an Alternate Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Administrative Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a Committed LIBOR Rate Loan, which the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such notice must election; (iii) with respect to any such conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, such conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto unless the Borrower pays the related LIBOR Breakage Costs at the time of such conversion and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Committed Loans of any Type may be converted into a Committed Loan of another Type as provided herein, provided that each any partial conversion shall be in an aggregate principal amount of $2,000,000 or an integral multiple of $500,000 in excess thereof. Each Conversion Request relating to the conversion of a an Alternate Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Committed Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of Libor LIBOR Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i2.6(a) or (c); provided that no Libor 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 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 Borrower Administrative Agent shall notify the Agent Lenders promptly when any such automatic conversion contemplated by this §2.5(b2.6(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 Revolving Credit Committed LIBOR Rate Loan in accordance with as such, the terms hereof, such affected Committed 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 Committed LIBOR Rate Loan pursuant to §2.42.5, elect to convert a an Alternate Base Rate Loan to a Libor Committed LIBOR Rate Loan pursuant to §2.5(a) or 2.6(a), elect to continue a Libor Committed LIBOR Rate Loan pursuant to §2.5(b2.6(b) or have continued a Committed LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than seven twenty (720) Libor Committed Credit LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Committed LIBOR Rate Loan that would create greater than seven twenty (720) Libor Committed LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a an Alternate Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Loan to a Libor Rate Loan (or a continuation of a Libor Prime Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ , prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) LIBOR Business Day; Days, prior written notice of such election and (iiiv) no Loan may be converted into a Libor Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Libor Rate LIBOR Loan shall be for an amount equal to $1,000,000 5,000,000 or an integral multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)ss.2.6 (a) ; provided that no Libor Rate LIBOR 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 first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate LIBOR Loan pursuant to §2.4ss.2.5, elect to convert a Base Prime Rate Loan to a Libor Rate LIBOR Loan pursuant to §2.5(ass.2.6(a) or elect to continue a Libor Rate LIBOR Loan pursuant to §2.5(bss.2.6(b) if, after giving effect thereto, there would be greater than seven three (73) Libor Rate LIBOR Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate LIBOR Loan that would create greater than seven three (73) Libor Rate LIBOR Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loan Term Loans to a Revolving Credit Term Loan of another TypeType and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) 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 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 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 electionelection and the Interest Period requested for such Loan, which 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 notice must Loan there shall be received by the Agent by 10:00 a.m. on no more than four (4) Term LIBOR Rate Loans outstanding at any Business Dayone time; and (iiiii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 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 LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Term Loan of any Type may be continued as such Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(iterms of Section 4.1(a); provided that no Libor 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 Borrower shall notify the Agent 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 Revolving Credit Loan in accordance with the terms hereofto it, such 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 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 seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another TypeType by delivering a Conversion Request to the Operations Agent, provided that (ia) 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 LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Operations Agent at least two (2) Business Days prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor LIBOR Rate Loan, as provided in §2.5(b)), the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days’ Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the Agent by 10:00 a.m. on any Business Day; last day of the Interest Period with respect thereto and (iid) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its 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 Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that each any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Libor LIBOR Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such a Loan of the same Type upon the expiration of the an 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 notice provisions contained in §2.5(a)(i)Section 2.02; provided that no Libor 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 officers of the Operations Agent active upon the Borrower’s account have actual knowledge. The Borrower shall notify the Agent 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 fails to provide any such notice with respect to the continuation of any Revolving Credit LIBOR Rate Loan in accordance with the terms hereofas such, then such LIBOR 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 Operations Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to occur. (dc) The Borrower may not request Any conversion to or elect a Libor from LIBOR Rate Loan Loans shall be in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor the aggregate principal amount of all LIBOR Rate Loans then outstandinghaving the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater No more than seven five (75) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical having different Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)may be outstanding at any time. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 Revolving Credit Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three one (31) Business Days’ Day's prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Base Rate Loan may be converted into a Libor Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that each any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Revolving Credit Loan to a Libor Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and 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 the an 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 notice provisions contained in §2.5(a)(i(S)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 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 Agent active upon the Borrower's account have actual knowledge. The Borrower Agent shall notify the Agent Banks promptly when any such automatic conversion contemplated by this §2.5(b) (S)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 Revolving Credit Loan in accordance with the terms hereof, such Loan or from Eurodollar Rate Loans 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 in such amounts and be made 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) ifsuch elections so that, after giving effect thereto, there would be greater than seven (7) Libor the aggregate principal amount of all Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on having the same day and for identical Interest Periods (Period shall not be less than $1,000,000 or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes whole multiple of this clause (d)$1,000,000 in excess thereof. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loan, elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 conversion of a Alternate Base Rate Loan Loans to a Libor LIBOR Rate Loan (or a continuation of a Libor Rate LoanLoans, as provided in §2.5(b)), by giving the Borrower shall give the Administrative Agent at least three (3) Business Days’ ' prior irrevocable written notice of such election, election substantially in the form of the notice attached as Schedule 2.10 45 (the "Notice of Conversion/Extension"). If the date upon which such notice must an Alternate Base Rate Loan is to be received by the Agent by 10:00 a.m. on any converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; and provided that (iii) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that each Conversion Request relating to the conversion of a Base Rate Loan to a Libor Rate Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of (A) in the case of Revolving Loans, $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable by (B) in the Borrowercase of the Term Loan, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Revolving Credit Loan of any Type LIBOR Rate Loans may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(iSection 2.10(a); provided provided, that no Libor 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. The Borrower shall notify the Agent 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 Revolving Credit Loan continuing, in accordance with the terms hereof, which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not request or elect a Libor Rate Loan pursuant shall fail to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect give timely notice of an election to continue a Libor LIBOR Rate Loan pursuant to §2.5(b) ifLoan, after giving effect thereto, there would be greater than seven (7) Libor or the continuation of LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor is not permitted hereunder, such LIBOR Rate Loans outstanding shall be deemed automatically converted to be a Loan Request or Conversion Request for a Alternate Base Rate Loan. By way of explanation Loans at the end of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical applicable Interest Periods (or borrow an additional Revolving Credit Loan simultaneously Period with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d)respect thereto. (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of the outstanding Revolving Credit Term Loan to a Revolving Credit Loan of another Type, provided that (i) 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 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 (with copies to the Agent for each Lender) at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) 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 outstanding Revolving Credit Loans Term Loan of any Type may be converted as provided herein, provided 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 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit portion of the Term Loan of any Type may be continued as such upon the expiration of 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 notice provisions contained in §2.5(a)(i); 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. The Borrower shall notify the Agent 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 Revolving Credit portion of the Term Loan in accordance with the terms hereof, such 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 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 seven six (76) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven six (76) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.6(b) and §2.6(d) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent by 10:00 a.m. on any at least three (3) Eurodollar Business Day; Days prior written notice of such election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 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 $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i2.6(a); provided that no Libor 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Rate Loan pursuant to §2.42.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(a2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(b2.6(b) if, after giving effect thereto, there would be greater than seven four (74) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven four (74) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) 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 LIBOR Rate Loan to a Libor Rate Loan (or a continuation of a Libor Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, which such notice must conversion shall only be received by made on the last day of the Interest Period with respect thereto; (iii) 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 Borrower shall give the Agent by 10:00 a.m. on any at least three (3) Eurodollar Business Day; Days prior written notice of such election and (iiiv) no Loan may be converted into a Libor LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall promptly notify the Lenders of any such request received. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit 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 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 $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan Loans of any Type may be continued as such upon the expiration of the an 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 notice provisions contained in §2.5(a)(i2.6(a); provided that no Libor 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. The Borrower shall notify Default of which the officers of the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occuractive 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 to any Revolving Credit Loan in accordance with the terms hereofLoan, such 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 LIBOR Rate Loan pursuant to §2.42.5, elect to convert a Base Rate Loan to a Libor LIBOR Rate Loan pursuant to §2.5(a2.6(a) or elect to continue a Libor LIBOR Rate Loan pursuant to §2.5(b2.6(b) if, after giving effect thereto, there would be greater than seven four (74) Libor LIBOR Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor LIBOR Rate Loan that would create greater than seven four (74) Libor LIBOR Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.