Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, 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 election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; 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 Term Revolving Credit 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(i); 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 to itin 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 of its outstanding Term Loans from Base Rate Revolving Credit Loans to LIBOR Rate Loans or vice versa a Revolving Credit Loan of another Type and such Term Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve six (126) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Lender shall take such action as is necessary to transfer its Commitment Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.4(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, 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 the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be a Conversion Request for a Prime Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR 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 irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Outstanding Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower 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 Loan (other than a Swing Line Loan) denominated in Dollars to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type denominated in Dollars, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Eurocurrency Loan to a Base Prime Rate Loan, the Borrower Company shall give the Administrative Agent at least one (1) Business Day’s Day prior written notice of such election; (ii) with respect to any such conversion of a Prime Rate Loan to a Eurocurrency Loan, and the 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, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loanthereto, 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 or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) 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. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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, made each Bank shall take such action as is necessary to transfer its Commitment Percentage portion of such Loans to its Domestic Lending Office or its LIBOR 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 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 irrevocable by the BorrowerCompany. (b) Any Term Revolving Credit Loan of any Type may be continued as such a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the terms of §4.1(a)notice provisions contained in 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, 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. Default of which officers of the Administrative Agent active upon the account have actual knowledge; and (cii) 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 Borrower does not notify the Agent of its election hereunder Company fails to provide any Conversion Request with respect to the continuation of any Eurocurrency Loan as such, then (x) as to itany Eurocurrency Loan denominated in Dollars, such Eurocurrency Loan shall be automatically converted to a Base Prime Rate Loan at on the end last day of the applicable first Interest PeriodPeriod 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 Administrative Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.6(b) is scheduled to occur. (c) Any conversion to or from Eurocurrency Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurocurrency Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $500,000 in excess thereof (or, in the case of Eurocurrency Loans denominated in an Optional Currency, that whole number which is nearest to the Dollar Equivalent of $5,000,000 or $500,000, as the case may be, rounded to the nearest one thousandth). No more than ten (10) Eurocurrency Loans with different Interest Periods shall be outstanding at one time.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert any of its outstanding Term Loans from Alternate Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days' prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower500,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.9(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) 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 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 Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.6 (a); provided 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 the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, 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 a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Alternate Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower100,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.9(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower 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 Portion thereof from Loans of its outstanding Term one type to Loans from Base Rate Loans of a different type, in each case, by delivering to LIBOR Rate Loans or vice versa and such the Administrative Agent an irrevocable notice (a "Notice of Term Loan shall thereafter bear interest as a Base Rate Loan Continuation/Conversion") at least three Business Days -------------------------------------------- prior to the date of such continuation or a LIBOR Rate Loanconversion, as applicable; provided that (i) with respect to any such -------- conversion of a LIBOR Rate Loan to a Base Rate LoanLoans to Eurodollar Loans must be in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least one (1ii) Business Day’s prior written notice any conversion of such election, 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 such (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by or, with respect to any conversion, upon the Borrower with payment of any amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Term Loan Continuation/Conversion shall specify: (a) the terms of §4.1(a); provided that no LIBOR Rate Loan may Term Borrowing or Portion thereof to be continued as or converted; (b) with respect to any conversion of the Loans comprising such when Term Borrowing, the type of Loans into which such Loans are to be converted; (c) the amount to be continued or converted and the duration of any Default applicable Interest Period; and (d) 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 Continuation/Conversion in respect of Eurodollar Loans comprising any Term Borrowing or Portion thereof, the Company shall be deemed to have requested conversion of the Eurodollar Loans comprising such Term Borrowing or Portion thereof to Base Rate 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, but shall no Base Rate Loans may be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itEurodollar Loans and all Term Loans then being maintained as Eurodollar Loans shall, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (if such Event of Default is continuing on such date), be converted to Base Rate Loans.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least one two (12) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower Borrowers shall give the Agent at least three two (32) LIBOR Eurodollar Business Days’ ' prior written notice of such election and election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; with respect thereto and (iiiiv) 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 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, 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 Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, PROVIDED that 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 irrevocable by the BorrowerBorrowers. (b) Any Term Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(anotice provisions contained in /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, 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 Agent shall notify the Banks promptly when any such automatic conversion contemplated by this /section/2.7 is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan to it, such Loan or from Eurodollar Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$100,000 in excess thereof.

Conversion Options. (a) The Borrower and/or the LP may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Domestic Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower and/or the LP, as applicable, shall give the Agent Bank at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default Suspension Event or Event of Default has occurred and is continuingoccurred. All or any part of the outstanding Term Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion conversions shall result in a Term Base Rate Loan be in an aggregate principal amount of less than $500,000 50,000 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 be50,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrower and/or the LP. (b) Any Term Loan Revolving Credit Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower and/or the LP, as applicable, with the terms of §4.1(anotice provisions contained in 2.1.8(a); provided that no LIBOR Rate Loan may be continued as such when any Default Suspension Event or Event of Default has occurred occurred, any or all Eurodollar Rate Loans may, at the option of the Bank (in its sole and is continuingabsolute discretion), but shall be automatically automati- cally converted to a Base Domestic Rate Loan Loans bearing interest at the Default Rate either immediately upon such occurrence or on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultthereto. (c) In the event that the Borrower or the LP does not notify the Agent Bank of its election hereunder with respect to any Loan to itRevolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Base Domestic Rate Loan at the end of the applicable Interest Period. (d) Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000 or an integral multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, 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 (with copies to the Agent for each Lender) at least three (3) LIBOR Business Days’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; 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 Term Revolving Credit 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(i); 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 to itin 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 four (4) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than four (4) 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).

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Alternate Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days' prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as SCHEDULE 2.10. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans outstanding at any one time; and may be converted as provided herein, PROVIDED that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 2,500,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower100,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.10(a); provided PROVIDED, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continue as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one four (14) Eurodollar Business Day’s Days’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 10:00 a.m. on the last day of the Interest Period with respect to such LIBOR Rate Loanany Business Day; (ii) subject to the 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 Prime Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Term Revolving Credit 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 Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) above and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §4.1(a2.5(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, 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 Loan to itRevolving Credit Loan, 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 Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a 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 six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a 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 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 Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in ss.2.6 (a) ; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base 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 the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Loan pursuant to ss.2.5, elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to ss.2.6(a) or elect to continue a LIBOR Loan pursuant to ss.2.6(b) if, after giving effect thereto, there would be greater than three (3) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than three (3) LIBOR Loans outstanding shall be deemed to be a Loan Request for a Prime Rate Loan.

Conversion Options. (a1) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b2) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)ss. 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of ss. 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base 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 Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a 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 one four (14) Eurodollar Business Day’s Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give received by the Agent at least three (3) LIBOR by 10:00 a.m. on any Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one timeDay; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit Loans of any Type may be converted as provided herein, provided 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 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 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, 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 Loan to itRevolving Credit Loan, 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 Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a 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 Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Loan simultaneously with converting or continuing a Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate LoanLoan as provided in ss.2.6(b) and ss.2.6(a)(ii); (ii) subject to the further proviso at the end of this ss.2.6(a) and subject to ss.2.6(b) and 2.6(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.6(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall provide each Bank with a copy of such notice promptly after its receipt thereof. All or any part of the outstanding Term Revolving Credit 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 Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in ss.2.6(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to 2.6(b) and 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) 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 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 Eurodollar Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in 2.6 (a) ; provided that no LIBOR 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 the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, 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 a Eurodollar Rate Loan pursuant to 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to 2.6(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its the outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve four (124) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, 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 (with copies to the Agent for each Lender) at least three (3) LIBOR Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; 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 Term Revolving Credit 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(i); 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 to itin 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 six (6) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than six (6) 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).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.4(b) and ss.2.4(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Lender shall take such action as is necessary to transfer its Commitment Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in ss.2.4 (a) ; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, 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 the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to ss.2.4(a) or elect to continue a LIBOR Loan pursuant to ss.2.4

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Alternate Base Rate Loans to LIBOR Rate Loans or vice versa 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 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such Term last day of an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a LIBOR any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower1,000,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.9(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base three-month LIBOR Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Companies may elect, subsequent to seven days from the Closing Date and from time to time thereafter, (i) to request any loan made hereunder to be a Eurodollar Loan as of the date of such loan or (ii) to convert Chase Rate Loans to Eurodollar Loans, and may elect from time to time to convert any of its outstanding Term Eurodollar Loans from Base to Chase Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give by giving the Agent at least three (3) LIBOR Business Days’ ' prior written irrevocable notice of such election and election, provided that any such conversion of Eurodollar Loans to Chase Rate Loans shall only be made, subject to the second following sentence, on the last day of an Interest Period requested for with respect thereto. Should the Companies elect to convert Chase Rate Loans to Eurodollar Loans, it shall give the Agent at least four Working Days' prior irrevocable notice of such election. If the last day of an Interest Period with respect to a loan that is to be converted to a Eurodollar Loan is not a Working Day, then such conversion shall be made on the next succeeding Business Day or Working Day, as the case may be, and during the period from such last day of an Interest Period to such succeeding Business Day or Working Day, as the case may be, such loan shall bear interest as if it were an Chase Rate Loan. All or any part of outstanding Chase Rate Loans then outstanding with respect to Revolving Loans and Term Loans may be converted to Eurodollar Loans as provided herein, provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or more. Upon the Companies' election of conversion to a Eurodollar Loan, the principal amount Companies shall specify a one, two, three or six month LIBOR period and shall pay the Agent a $500.00 processing fee upon the date of each such election. (b) Any Eurodollar Loans may be continued as such upon the Loan expiration of an Interest Period, provided the Companies so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof andnotify the Agent, after giving effect at least three (3) Business Days' prior to the making expiration of or conversion of such Loan there shall be said Interest Period, and provided further that no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Eurodollar Loan may be converted into a LIBOR Rate Loan when continued as such upon the occurrence of any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuingunder this Agreement, but shall be automatically converted to a Base an Chase Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any which occurred such Default or Event of Default. Each notice of election, conversion or continuation furnished by the Companies pursuant hereto shall specify whether such election, conversion or continuation is for a one, two, three or six month period. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days’ Days prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of Section 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) 2.7.1 Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (ia) with respect to any such conversion of a LIBOR Rate Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least one two (12) Business Day’s Days prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, and the Borrower shall give the Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Revolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; thereto and (iiid) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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, made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Revolving Credit Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) 2.7.2 Continuation of Type of Revolving Credit Loan. Any Term Revolving Credit Loan of any Type may be continued as such a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in §4.1(a)2.7.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Agent active upon the Borrower's account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any Eurodollar Rate Loan to itas such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this §2.7 is scheduled to occur. 2.7.3 Eurodollar Rate Loans. Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve eight (12) Term LIBOR 8) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 a principal amount of less than $500,000 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Term Eurodollar Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided that no LIBOR 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 Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itEurodollar Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Term Loan of another Type and such Term Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve two (122) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan or a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00, or a Term LIBOR Rate Loan or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Exhibit 1.1(e). If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of date upon which a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term continuing and (ii) partial conversions to LIBOR Rate Loans of any Type may shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower500,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.10(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans another Type by delivering a Conversion Request to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loanthe Operations Agent, as applicable; provided that (ia) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Operations Agent at least one two (12) Business Day’s Days prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; thereto and (iiid) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a 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, 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 Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in Section 2.02; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any LIBOR Rate Loan to itas 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. (c) Any conversion to or from LIBOR Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans having different Interest Periods may be outstanding at any time.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in ss.2.6 (a) ; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, 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 a LIBOR Loan pursuant to ss.2.5, elect to convert a Base Rate Loan to a LIBOR Loan pursuant to ss.2.6(a) or elect to continue a LIBOR Loan pursuant to ss.2.6(b) if, after giving effect thereto, there would be greater than five (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 its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base 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 Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a 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 one four (14) Eurodollar Business Day’s Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give received by the Agent at least three (3) LIBOR by 10:00 a.m. on any Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one timeDay; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit Loans of any Type may be converted as provided herein, provided 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 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 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, 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 Loan to itRevolving Credit Loan, 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 Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a 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 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 Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Revolving Credit -------- 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 take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such LIBOR Loan as a Revolving Credit Eurodollar Rate LoanLoan as provided in (S)2.7(b) and (S)2.7(a)(ii); (ii) subject to the further proviso at the end of this (S)2.7(a) and subject to (S)2.7(b) and 2.7(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Revolving Credit Eurodollar Rate Loan (or a continuation of a Revolving Credit Eurodollar Rate Loan, as provided in (S)2.7(b)), the Borrower shall give the Agent (with copies for each Bank) at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Revolving Credit Loan may be converted into a LIBOR Revolving Credit Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit 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 Revolving Credit Eurodollar Rate Loan shall be for an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Revolving Credit Eurodollar Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in (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, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this (S)2.7

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of its the outstanding Term Loans from Base Rate Loans Loan to LIBOR Rate Loans or vice versa and such Term a Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loanof another Type, 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 (with copies to the Agent for each Lender) at least three (3) LIBOR Business Days’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; 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 Term Loans Loan 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 portion of the Term Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(i); 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 portion of the Term Loan to itin 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 six (6) Libor Rate Loans then outstanding. Any Conversion Request for a Libor Rate Loan that would create greater than six (6) Libor Rate Loans outstanding shall be deemed to be a 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, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Loan of another Type and such Term Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve one (121) Term LIBOR Rate Loans Loan outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $250,000.00 or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Revolving Credit Loans to LIBOR Rate Loans or vice versa a Revolving Credit Loan of another Type and such Term Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve six (126) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicableanother Type; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Revolving Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Revolving Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loanelection, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve (12) Term LIBOR five Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Revolving 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 $500,000 or a Term LIBOR Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Officeoffice, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Revolving Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. The Agent shall notify the Banks promptly following its receipt of such Conversion Request. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in ss.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, but shall be automatically converted to a Base Rate Revolving 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 Agent shall notify the Banks promptly when any such automatic conversion contemplated by this ss. 4.1 is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Revolving Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such LIBOR Loan as a Eurodollar Rate LoanLoan as provided in (S)2.5(b) and (S)2.5(a)(ii); (ii) subject to the further proviso at the end of this (S)2.5(a) and subject to (S)2.5(b) and 2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in (S)2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit 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 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in (S)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, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the . The Borrower does not shall notify the Agent of its election hereunder with respect to promptly when any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this (S)2.5

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan into a Loan of another Type, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to or a LIBOR Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election election; (iv) subject to the further proviso at the end of this section and the Interest Period requested for subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan or a Eurodollar Rate Loan to a LIBOR Rate Loan, the principal amount Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice 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 or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; each election and (iiiv) no Loan may be converted into a Eurodollar Rate Loan or a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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, its Eurodollar Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, PROVIDED FURTHER that each Conversion Request relating to the conversion of a Base Loan of another Type to a Eurodollar Rate Loan to a or LIBOR Rate Loan shall be for an amount equal to $600,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in [SECTION] 2.6(a); provided PROVIDED that no Eurodollar Rate Loan or LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.relating

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Term Loan of another Type and such Term Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve two (122) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan or a Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000.00, or a Term LIBOR Rate Loan or a LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve four (124) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) 4.1.1. The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR 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 irrevocable by the Borrower. (b) 4.1.2. Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)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, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) 4.1.3. In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve eight (12) Term LIBOR 8) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Term Base Rate Loan in an aggregate a principal amount of less than $500,000 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate a principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Term Eurodollar Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided 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 Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itEurodollar Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Companies may elect from time to time to convert any outstanding Advance to an Advance of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate LoanAdvance into an Advance of another Type, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Prime Rate Loan Advance to a LIBOR Rate Loan Advance, the Borrower Companies shall give the Agent Lender at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of the day on which such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one timeis effective; and (iii) no Loan Advance may be converted into a 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 the outstanding Term Loans Advances 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 Rate Loan shall be irrevocable by the BorrowerCompanies. (b) Any Term Loan Advances of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance giving to the Lender telephonic notice (confirmed in writing by the Borrower with Lender) of the terms of §4.1(a)Companies' decision to continue an outstanding Advance as such; provided that no 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 continuinghereunder, 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. (c) In the event that the Borrower does Companies do not notify the Agent Lender of its their election hereunder with respect to any Loan to itAdvance, such Loan Advance shall be automatically converted to a Base Prime Rate Loan Advance at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) 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 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 Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in 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, 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. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.6(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan all or a LIBOR Rate Loan, as applicableportion of any outstanding Loan to a Loan of another Type; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least one (1) Business Day’s prior written notice of such electionelection on or prior to 10:00 a.m. (Boston time) on the Business Day next preceding the date of the conversion, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate LoanLoan unless the Borrowers pay the Administrative Agent for the account of the Lenders the amounts required under Section 4.7; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days’ prior written notice of such election and election, on or before 10:00 a.m. (Boston time) on the Interest Period requested for such Loanthird Business Day next preceding the date of the conversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or 1,000,000 and in an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve eight (12) Term LIBOR 8) Eurodollar Rate Loans having different Interest Periods outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan or a Eurodollar 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 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Officeoffice, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers. The Administrative Agent shall notify the Lenders promptly following its receipt of each Conversion Request. (b) Any Term Loan All or a portion of any Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(a)notice and other provisions contained in Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Administrative Agent active upon the Borrowers' account have actual knowledge. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this Section 4.1 is scheduled to occur. (c) In the event that the Borrower does Borrowers do not notify the Administrative Agent of its their election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any the Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan it shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 200,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve four (124) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000200,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans the Loan to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least one (1) Business Day’s '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 Eurodollar Rate Loan Loan, the Borrower Borrowers shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) 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 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, 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 LIBOR Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that 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 irrevocable by the BorrowerBorrowers. (b) Any Term Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §4.1(anotice provisions contained in ss.2.5(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, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Agent active upon the 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 Eurodollar Rate Loan to itas such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this ss.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, 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 (with copies to the Agent for each Lender) at least three (3) LIBOR Business Days’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; 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 Term Revolving Credit 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 Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(i); 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 to itin 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 five (5) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than five (5) Libor Rate Loans outstanding shall be deemed to be a Loan Request 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).

Conversion Options. (a) The Borrower Company may elect from time to time ------------------ on any Business Day to continue the Eurodollar Loans comprising a Revolving Borrowing or any Portion thereof or convert all of the Loans comprising a Revolving Borrowing or any Portion thereof from Loans of its outstanding Term one type to Loans from Base Rate Loans of a different type, in each case, by delivering to LIBOR Rate Loans the Administrative Agent an irrevocable notice (a "Notice of Revolving Loan Continua tion/Conversion") at ------------------------------------------------- least three Business Days prior to the date of such continuation or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loanconver sion, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate LoanLoans to Eurodollar Loans must be -------- in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least one (1ii) Business Day’s prior written notice any conversion of such election, 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 such (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by or, with respect to any conversion, upon the Borrower with payment of any amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Revolving Loan Continuation/Conversion shall specify: (a) the terms of §4.1(a); provided that no LIBOR Rate Loan may Revolving Borrowing or Portion thereof to be continued as or converted; (b) with respect to any conversion of the Loans comprising such when Revolving Borrowing, the type of Loans into which such Loans are to be converted; (c) the amount to be continued or converted and the duration of any Default applicable Interest Period; and (d) 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 Continuation/Conversion in respect of Eurodollar Loans comprising any Revolving Borrowing or Portion thereof, the Company shall be deemed to have requested conversion of the Eurodollar Loans comprising such Revolving Borrowing or Portion thereof to Base Rate 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, but shall no Base Rate Loans may be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itEurodollar Loans and all Revolving Loans then being maintained as Eurodollar Loans shall, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (if such Event of Default is continuing on such date), be converted to Base Rate Loans.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Alternate Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanLoans, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrower shall give the Administrative Agent at least one (1) three Business Day’s Days’ prior irrevocable written notice of such election, and such conversion shall only be made on . A form of Notice of Conversion/ Extension is attached as Schedule 2.9. If the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower100,000 in excess thereof. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.9(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, and the continuation of such LIBOR Rate Loans is permitted hereunder, such LIBOR Rate Loans shall be automatically continued as a one (1) month LIBOR Rate Loan at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of its the outstanding Term Loans from Base Loan to another Type, provided that (i) subject to the further proviso at the end of outstanding Libor Rate Loans Loan to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or any outstanding Base Rate Loan to a LIBOR Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Libor Business Day’s 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 such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR 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 Libor Business Days’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 1011:00 a.m. on any one timeLibor Business Day; and (iiiii) provided that 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 Term Loans Loan of any Type TypeLibor Rate Loans may be converted to Base Rate Loans and vice versa 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 portion of the Term Loan of any 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 Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loansas set forth in §2.5(c) or by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(a)(iii); 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 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 portionBase Rate Loan to itupon the expiration of the Term Loan in accordance with the terms hereofInterest 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 fiveseven (57) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than fiveseven (57) 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 portions of the Term LoanLoans into one Libor Rate Loan on the same day and 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 Term Loans from Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least (i) three Business Days’ prior irrevocable written notice of such election for LIBOR Rate Loans or vice versa denominated in Dollars and (ii) four Business Days’ prior irrevocable written notice of such Term Loan shall thereafter bear interest election for LIBOR Rate Loans denominated in Canadian Dollars. A form of Notice of Conversion/ Extension is attached as Exhibit 1.1(e). If the date upon which a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect is to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the Borrower shall give next succeeding Business Day and during the Agent at least three (3) LIBOR Business Days’ prior written notice period from such last day of such election and the an Interest Period requested for to such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of succeeding Business Day such Loan there shall be no more than twelve (12) Term LIBOR bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans outstanding at any one time; and may be converted as provided herein, provided that (iiii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term continuing and (ii) partial conversions to LIBOR Rate Loans of any Type may shall be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 or in excess thereof. If the Borrower fails to specify a Term LIBOR Rate currency in a Loan in an aggregate principal amount of less than $500,000 and that Notice requesting a Borrowing, then the aggregate principal amount of each Loan Loans so requested shall be made in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerDollars. (b) Any Term Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(anotice provisions contained in Section 2.10(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base continuing (i) no LIBOR Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itmay be continued as such, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto and (ii) the Required Lenders may demand that any or all of the then outstanding LIBOR Rate Loans denominated in an Canadian Dollars be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Base Rate Loans at the end of the applicable Interest Period with respect thereto; provided, however that in the case of a failure to timely request a continuation of LIBOR Rate Loans denominated in Canadian Dollars, such Loans shall be continued as LIBOR Rate Loans in Canadian Dollars with an Interest Period of one (1) month.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans from Base Rate Loans to LIBOR Rate a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or vice versa and such Term Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan, 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 SOFR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR SOFR Business Days’ prior written notice of such election and the Interest Period requested for such Loanelection, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve eight (12) Term LIBOR 8) Revolving Credit SOFR Rate Loans and one Term SOFR Rate Loan, outstanding at any one time; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate a 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 $100,000Minimum Borrowing Amount. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR SOFR Lending Office, as the case may be. Each Conversion Conversion/ Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such LIBOR Loan as a Eurodollar Rate LoanLoan as provided in ss.2.7(b) and ss.2.7(a)(ii); (ii) subject to the further proviso at the end of this ss.2.7(a) and subject to ss.2.7(b) and 2.7(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in ss.2.7(b)), the Borrower shall give the Agent (with copies for each Bank) at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Revolving Credit 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 Eurodollar Rate Loan shall be for an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in ss.2.7(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, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.or

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit F hereto to elect from time to time to convert any of its the outstanding Term Loans from Base Rate Loans Advances to LIBOR Rate Loans or vice versa Advances of another Type and such Term Loan Advances shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve eight (12) Term 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans Advances 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 a principal amount of less than $500,000 1,000,000.00 or an integral multiple of $100,000.00 or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan to itshall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ prior written notice of such election election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (ii) subject to the proviso at the end of this §2.5(a) and the Interest Period requested for such subject to §2.5(b) and §2.5(d), with respect to any conversion of a Prime Rate Loan to a Eurodollar Rate Loan, the principal amount of Borrower shall give the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion Agent at least three (3) Eurodollar Business Days’ prior written notice of such Loan there shall election, which notice must be no more than twelve (12) Term LIBOR Rate Loans outstanding at received by the Agent by 11:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Term Revolving Credit 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 Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §4.1(a2.5(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, 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 Loan to itRevolving Credit Loan, 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 Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a 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 six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a 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 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 Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurocurrency Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect to such LIBOR Rate Loanany Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Eurocurrency Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 11:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) 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 the outstanding Term Revolving Credit 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 Eurocurrency Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurocurrency Rate Loans, subject to the proviso at the end of this §4.1(a2.5(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 Eurocurrency Rate Loan in Dollars 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; and provided, further, that that no Eurocurrency Rate Loan in any Alternative Currency may be continued as such when any Default or Event of Default has occurred and is continuing without the consent of the Required Banks, and the Required Banks may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, 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 Loan to itRevolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Base Eurocurrency Rate Loan in its original currency 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) Business Days, such Base Rate Loan shall continue as a Base Rate Loan and not be so converted to a Eurocurrency 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 Eurocurrency Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (d) The Borrower may not request or elect a Eurocurrency Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Eurocurrency Rate Loan pursuant to §2.5(a) or elect to continue a Eurocurrency Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurocurrency Rate Loan, if, after giving effect thereto, there would be greater than ten (10) Eurocurrency Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurocurrency Rate Loan that would create greater than ten (10) Eurocurrency 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 Eurocurrency 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 Eurocurrency Rate Loan shall constitute one single Eurocurrency Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate LoanLoan as provided in ss.2.5(b) and ss.2.5(a)(ii); (ii) subject to the further proviso at the end of this ss.2.5(a) and subject to ss.2.5(b) and 2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.5(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall provide each Bank with a copy of such notice promptly after its receipt thereof. All or any part of the outstanding Term Revolving Credit 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 Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the terms of §4.1(anotice provisions contained in ss.2.5(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.5

Conversion Options. (a) The Borrower Companies may elect from time to time to convert any portion of its the outstanding Real Estate Term Loans from Base Rate to Real Estate Term Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loanof another Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loaninto Real Estate Term Loans of another Type, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Term Loan Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower Companies shall give the Agent Bank at least three (3) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one timeelection; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Real Estate Term Loans of any Type may be converted as provided herein, provided that no partial conversion conversions shall result in a Term Base Rate Loan be 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 larger integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request request relating to the conversion of a Base Rate Loan any portion of the Revolving Credit Loans to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowerCompanies. (b) Any Real Estate Term Loan Loans of any Type may be continued as such Type upon the expiration of an a Term Loan Interest Period with respect thereto by compliance by the Borrower Companies with the terms of §4.1(anotice provisions contained in ss.3.4(a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Term Loan Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Bank active upon the Companies' account have actual knowledge. (c) In the event Any conversion to or from Real Estate Term Loans that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan are Eurodollar Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a Base Rate Loan at the end larger integral multiple of the applicable Interest Period$100,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert all of any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Prime Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve seven (127) Term LIBOR Rate Loans outstanding at any one timetime (not counting Swing Loans); and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Prime Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 or a Term LIBOR Rate Loan in an aggregate principal amount of less than $500,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term LIBOR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Prime Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa a Term Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s 's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve four (124) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Eurodollar Business Day’s Days’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect to such LIBOR Rate Loanany Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Eurodollar Business Days’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 11:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Term Revolving Credit 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 Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §4.1(a2.5(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, 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 Loan to itRevolving Credit Loan, 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 Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a 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 six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) 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 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 Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loananother Type, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Business Day’s Days' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to (S)2.6(b) and (S)2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at any one time; and (iiiiv) 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 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 Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Term Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)notice provisions contained in (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, 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. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to or continued as a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to (S)2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to (S)2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to (S)2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans from Base Libor Rate Loans Loan to LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or any outstanding Base Rate Loan to a LIBOR Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one three (13) Libor Business Day’s 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 such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Libor Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR Libor Business Days’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan there shall be no more than twelve (12) Term LIBOR Rate Loans outstanding at Agent by 11:00 a.m. on any one timeLibor Business Day; and (iii) provided that 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 Term Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa 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 Term Subject 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 Type upon the expiration of an the Interest Period with respect thereto as set forth in §2.5(c) or by compliance by the Borrower with the terms of notice provisions contained in §4.1(a2.5(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, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In 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 Base Rate Loan to itupon the expiration 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 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, 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 Loan to a Loan of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan Loan, the Borrower shall give the Agent at least three (3) LIBOR 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 $500,000 2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan Loan, there shall be no more than twelve five (125) Term LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding 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 1,000,000 or a Term LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $500,000 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR 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 irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1(a)Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of Section 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to itLoan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) Notwithstanding anything herein to the contrary, each Loan that is continued or converted pursuant to this Section 4.1 shall be continued as or converted to the same Type of Loan as the corresponding loan to Property Owner under the Mortgage Loan Agreement is converted or continued, and if such Type is a Eurodollar Rate Loan, the Interest Period selected shall comply with the conditions set forth in the definition of the term "Interest Period".