Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a); provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 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, such Loan shall be automatically converted to a 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 another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided further that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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 another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, provided as applicable; PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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 Loans of any Type may be converted as provided herein, PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $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 Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a LIBOR Base Rate Loan to a Prime Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days, ’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b2.5(b) if, after giving effect thereto, there would be greater than five seven (57) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five seven (57) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such LIBOR Rate Loan; (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 Prime Base Rate Loan to a LIBOR Rate Loan, the Borrower Borrowers shall give the Agent at least three (3) four LIBOR Business Days, ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (iv10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 BorrowerBorrowers. (b) Any Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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 of its outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans or vice versa and such Term Loan to shall thereafter bear interest as a Base Rate Loan of another Typeor a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime Base Rate Loan to a LIBOR Loan, 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 (iv12) 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 Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(a4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Prime Base 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 of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another TypeType and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan Period 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 Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(bSection 2.6(b) and §2.4(dSection 2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days, ' prior written notice of such election and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 2.6 (a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan pursuant to §2.4(aSection 2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(bSection 2.6(b) if, after giving effect thereto, there would be greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding. Any Loan Request for a LIBOR Eurodollar Rate Loan that would create greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding shall be deemed to be a Conversion Loan Request for a Prime Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. 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 last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 1,000,000 or an integral a whole multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoand the continuation of such LIBOR Rate Loans is permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be automatically continue as a Conversion Request for a Prime one (1) month LIBOR Rate LoanLoan at the end of the applicable Interest Period with respect thereto.

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 another TypeType denominated in Dollars, provided that (i) with respect to any such conversion of a LIBOR Eurocurrency Loan to a Prime Rate Loan, the Borrower Company shall give the Administrative Agent at least three one (31) Business Days, Day prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Prime Rate Loan to a Eurocurrency Loan, 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 thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Prime Rate Loan may be converted into a LIBOR Eurocurrency Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Facility 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 further that each any conversion shall comply with the minimum aggregate principal amount requirements set forth in Section 2.3(a). Each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Eurocurrency 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 BorrowerCompany. (b) Any Loans 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 notice provisions contained in §2.4(a)Section 2.6(a) hereof; provided that (i) as to any Eurocurrency Loan denominated in Dollars, no LIBOR such Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a 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 of which the officers of the Administrative Agent active upon the Borrower’s 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 LoanEurocurrency Loan as such, then (x) as to any Eurocurrency Loan denominated in Dollars, such Eurocurrency Loan shall be automatically converted to a Prime Rate Loan 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. (dc) The Borrower may not elect Any conversion to convert a Prime Rate Loan to a LIBOR Loan or from Eurocurrency Loans shall be in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurocurrency Loans having the same Interest Period shall not be greater less than five $5,000,000 or a whole multiple of $500,000 in excess thereof (5or, 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) LIBOR Eurocurrency Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding with different Interest Periods shall be deemed to be a Conversion Request for a Prime Rate Loanoutstanding at one time.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans, elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. 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 last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 1,000,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoor the continuation of LIBOR Rate Loans is not permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed automatically converted to be a Conversion Request for a Prime Alternate Base Rate LoanLoans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 2,500,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoor the continuation of LIBOR Rate Loans is not permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed automatically converted to be a Conversion Request for a Prime Alternate Base Rate LoanLoans 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Eurocurrency Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurocurrency Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR 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; and (iviii) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage Following receipt of such Loans to its Domestic Lending Office or its LIBOR Lending Officenotice from the Borrower, as the case may beAgent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurocurrency Rate Loan shall be for an amount equal to $5,000,000 2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a2.5(a)(ii) and (ii) in the case of Eurocurrency Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no LIBOR Eurocurrency Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 which Default has occurred and is continuing without the officers 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 active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Prime 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 Prime Base Rate Loan to a LIBOR Eurocurrency Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Eurocurrency Rate Loan pursuant to §2.4(b2.5(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 five ten (510) LIBOR Eurocurrency Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Eurocurrency Rate Loan that would create greater than five ten (510) LIBOR Eurocurrency Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ivii) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b2.5(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five (5) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days, ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurodollar 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; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage Following receipt of such Loans to its Domestic Lending Office or its LIBOR Lending Officenotice from the Borrower, as the case may beAgent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Prime 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 Prime Base Rate Loan to a LIBOR Eurodollar Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(b2.5(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 five six (56) LIBOR Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless 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); (iiiii) subject to the further proviso at the end of this section Section 2.5(a) and subject to §2.4(bSection 2.5(b) and §2.4(d) hereof Section 2.5(d), with respect to any such conversion of a Prime Rate Loan to a LIBOR 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 three four (34) LIBOR Eurodollar Business Days, ' prior written notice of such election election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further PROVIDED that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(aSection 2.5(a)(ii); provided PROVIDED that no LIBOR Eurodollar -36- Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a 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 LIBOR Eurodollar Loan pursuant to §2.4(aSection 2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(bSection 2.5(b) if, after giving effect thereto, there would be greater than five six (56) LIBOR Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(bss.2.4(b) and §2.4(dss.2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)ss.2.4 (a) ; provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a 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(ass.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.ss.2.4

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan Alternate Base Rate Loans to a Loan of another TypeLIBOR Rate Loans, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, by giving the Borrower shall give the Administrative Agent at least three (3) Business Days, ’ prior irrevocable written notice of such election; (ii) with respect . 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 any such conversion of be converted to a LIBOR Rate Loan into is not a Prime Rate LoanBusiness Day, then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of the an Interest Period with respect theretoto such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (ivi) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoor the continuation of LIBOR Rate Loans is not permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed automatically converted to be a Conversion Request for a Prime Alternate Base three-month LIBOR Rate LoanLoans 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Revolving Credit -------- Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless the Borrower provides notice to the Agent of its request to continue such Loan as a Revolving Credit Eurodollar Rate Loan as provided in (S)2.7(b) and (S)2.7(a)(ii); (iiiii) subject to the further proviso at the end of this section (S)2.7(a) and subject to §2.4(b(S)2.7(b) and §2.4(d) hereof 2.7(d), with respect to any such conversion of a Prime 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 election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further -------- that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Revolving Credit Eurodollar Rate Loan shall be for an amount equal to $5,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a(S)2.7(a)(ii); provided that no LIBOR Revolving Credit Eurodollar Rate -------- Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Default. The Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. automatic conversion contemplated by this (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.S)2.7

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day's 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 theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than eight (iv8) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000 or a Eurodollar Rate Loan in a principal amount of less than $2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Eurodollar Rate Loan, such Loan shall be automatically converted to a Prime Base 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 Companies may elect from time to time to convert any outstanding Loan Advance to a Loan an Advance of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice Advance into an Advance of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loananother Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (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 Prime Rate Loan Advance to a LIBOR LoanRate 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 is effective; and (iviii) no Loan Advance may be converted into a LIBOR Loan Rate Advance when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuinghereunder. On The Companies shall give to the date on which such conversion is being made, each Lender shall take such action as is necessary telephonic notice (confirmed in writing by the Lender) of their decision to transfer its Facility Percentage convert an outstanding Advance to an Advance of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beanother Type. All or any part of outstanding Loans Advances of any Type may be converted as provided herein, provided further that each . Each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 BorrowerCompanies. (b) Any Loans Advances of any Type may be continued as such 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 notice provisions contained in §2.4(a)Companies' decision to continue an outstanding Advance as such; provided that no LIBOR Loan Rate Advance may be continued as such when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuing hereunder, but shall be automatically converted to a 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does Companies do not notify the Agent Lender of its their election hereunder with respect to any LoanAdvance, such Loan Advance shall be automatically converted to a Prime Rate Loan Advance 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 and/or the LP may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Domestic Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (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 Prime Domestic Rate Loan to a LIBOR Eurodollar Rate 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 (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default Suspension Event or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beoccurred. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each partial conversions shall be in an aggregate principal amount of $50,000 or an integral multiple of $50,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Domestic 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 BorrowerBorrower and/or the LP. (b) Any Revolving Credit Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower and/or the LP, as applicable, with the notice provisions contained in §2.4(a2.1.8(a); provided that no LIBOR 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 continuing but shall absolute discretion), be automatically automati- cally converted to a Prime Domestic Rate Loan Loans bearing interest at the Default Rate either immediately upon such occurrence or on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Agent active upon the Borrower’s account have actual knowledgethereto. (c) In the event that the Borrower or the LP does not notify the Agent Bank of its election hereunder with respect to any Revolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Prime Domestic Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect Any conversion to convert a Prime or from Eurodollar Rate Loan to a LIBOR Loan Loans shall be in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be greater less 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$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 Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Exhibit 1.1(e). If the date upon which a Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary continuing and (ii) partial conversions to transfer its Facility Percentage of such LIBOR Rate 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan shall be for in an aggregate principal amount equal to of $5,000,000 1,000,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoor the continuation of LIBOR Rate Loans is not permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed automatically converted to be a Conversion Request for a Prime Base Rate LoanLoans 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 the Loan to a Loan of another TypeType and 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 Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with such conversion; (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 Prime Base Rate Loan to a LIBOR Rate 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 $1,000,000.00 or an integral multiple of $200,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than four (iv4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $200,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Commitment Percentage of such Loans the Loan 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan Period 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 Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a LIBOR Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Agent at least three two (32) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Base Rate Loan to a Eurodollar Rate Loan, the Borrowers shall give the Agent at least two (2) Eurodollar Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanLoan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election thereto and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Facility 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 further PROVIDED that each any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (except that the foregoing limitation shall not be applicable to Base Rate Loans to the extent that the proceeds of such borrowing are requested to be disbursed to the Borrowers' controlled disbursement account maintained with the Agent). Each Conversion Request relating to the conversion of a Prime 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 BorrowerBorrowers. (b) Any Loans 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 notice provisions contained in §2.4(a/section/2.7(a); provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s 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, such Loan or from Eurodollar Rate Loans shall be automatically converted to a 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 in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be greater less than five (5) LIBOR Loans outstanding. Any Loan Request for $500,000 or 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 Loanwhole multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(bss.2.6(b) and §2.4(dss.2.6(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)ss.2.6 (a) ; provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a 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 §2.4(ass.2.6(a) or elect to continue a LIBOR Loan pursuant to §2.4(bss.2.6(b) if, after giving effect thereto, there would be greater than five three (53) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five three (53) LIBOR Loans outstanding shall be deemed to be a Conversion 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 another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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. (b2) Any Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of ss. 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of ss. 12.1 or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a 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 of its outstanding Loan Term Loans to a Term Loan of another TypeType and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day's 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 theretoto such LIBOR Rate Loan; (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 Prime Base Rate Loan to a LIBOR Loan, Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days, ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than four (iv4) 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 Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in §2.4(aterms 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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Prime Base 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 of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another TypeType and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR SOFR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR SOFR Business Days, ’ prior written notice of such election election, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than eight (8) Revolving Credit SOFR Rate Loans and one Term SOFR Rate Loan, outstanding at any one time; and (iviii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than the Minimum Borrowing Amount. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR SOFR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Each Conversion/ Continuation Request relating to the conversion of a Prime Base Rate Loan to a LIBOR SOFR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a); provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 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, such Loan shall be automatically converted to a 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 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 outstanding Loan Eurodollar Loans to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Chase Rate Loan, the Borrower shall give Loans by giving the Agent at least three (3) Business Days, ' prior written irrevocable notice of such election; (ii) with respect to , provided that any such conversion of a LIBOR Loan into a Prime Eurodollar Loans to Chase Rate Loan, such conversion Loans shall only be made made, subject to the second following sentence, on the last day of the an Interest Period with respect thereto; (iii) subject . Should the Companies elect to the further proviso at the end of this section and subject convert Chase Rate Loans to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR LoanEurodollar Loans, the Borrower it shall give the Agent at least three (3) LIBOR Business four Working Days, ' prior written irrevocable notice of such election and (iv) no Loan may election. If the last day of an Interest Period with respect to a loan that is to be converted into to a LIBOR Eurodollar Loan when any Default or Event of Default has occurred and is continuing. On the date on which not a Working Day, then such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office be made on the next succeeding Business Day or its LIBOR Lending OfficeWorking 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 of any Type then outstanding with respect to Revolving Loans and Term Loans may be converted to Eurodollar Loans as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan partial conversions shall be for in an aggregate principal amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof or more. Upon the Companies' election of conversion to a Eurodollar Loan, the Companies shall specify a one, two, three or six month LIBOR period and shall be irrevocable by pay the BorrowerAgent a $500.00 processing fee upon the date of each such election. (b) Any Eurodollar Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by Period, provided the Borrower with Companies so notify the notice provisions contained in §2.4(a); Agent, at least three (3) Business Days' prior to the expiration of said Interest Period, and provided further that no LIBOR Eurodollar Loan may be continued as such when upon the occurrence of any Default or Event of Default has occurred and is continuing under this Agreement, but shall be automatically converted to a Prime an Chase Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any which occurred such Default or Event of Default Default. Each notice of which election, conversion or continuation furnished by 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 LoanCompanies pursuant hereto shall specify whether such election, such Loan shall be automatically converted to a 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) conversion 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 continuation is 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 Loanone, two, three or six month period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/ Extension is attached as Schedule 2.9. 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 last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 1,000,000 or an integral a whole multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoand the continuation of such LIBOR Rate Loans is permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be automatically continued as a Conversion Request for a Prime one (1) month LIBOR Rate LoanLoan 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in ss.2.7(b) and ss.2.7(a)(ii); (iiiii) subject to the further proviso at the end of this section ss.2.7(a) and subject to §2.4(bss.2.7(b) and §2.4(d) hereof 2.7(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(ass.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 but shall be automatically converted to a Prime 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 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, such Loan shall be automatically converted to a 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.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 the outstanding Loan Advances to a Loan Advances of another TypeType and such 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 Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than eight (iv8) 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 Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Prime Base 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days, ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime Rate Loan to a LIBOR Eurodollar 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; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage Following receipt of such Loans to its Domestic Lending Office or its LIBOR Lending Officenotice from the Borrower, as the case may beAgent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Prime 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 LIBOR Eurodollar Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(b2.5(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 five six (56) LIBOR Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR 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 the outstanding Loan Loans to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such LIBOR Rate Loan; (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 Prime Base Rate Loan to a LIBOR Loan, 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 such Loan there shall be no more than four (iv4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aterms 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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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 Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Agent at least three one (31) Business Days, Day's prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Base Rate Loan to a Eurodollar Rate Loan, the Borrowers shall give the Agent at least three (3) Eurodollar Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanLoan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, made each Lender Bank shall take 29 such action as is necessary to transfer its Facility 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 further that each any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Prime 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 BorrowerBorrowers. (b) Any Loans 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 notice provisions contained in §2.4(ass.2.5(a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s Borrowers' account have actual knowledge. (c) . 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 LoanEurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Prime 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. (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 Company may elect from time to time ------------------ on any Business Day to continue the Eurodollar Loans comprising a Term Borrowing or any Portion thereof or convert all of the Loans comprising a Term Borrowing or any outstanding Portion thereof from Loans of one type to Loans of a different type, in each case, by delivering to the Administrative Agent an irrevocable notice (a "Notice of Term Loan Continuation/Conversion") at least three Business Days -------------------------------------------- prior to a Loan the date of another Typesuch continuation or conversion, provided that (i) with respect to any such -------- conversion of Base Rate Loans to Eurodollar Loans must be in a LIBOR Loan to a Prime Rate Loanminimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of Eurodollar Loans to Base Rate Loans must be in a LIBOR Loan into a Prime Rate Loan, such minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the an Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof thereto or, with respect to any conversion, upon the 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 Term Borrowing or Portion thereof to be continued or converted; (b) with respect to any conversion of a Prime Rate Loan to a LIBOR Loanthe Loans comprising such Term Borrowing, the Borrower shall give type of Loans into which such Loans are to be converted; (c) the Agent at least three amount to be continued or converted and the duration of any applicable Interest Period; and (3d) LIBOR Business Days, prior written notice the date of continuation or conversion. Upon receipt of such election and notice, the Administrative Agent shall promptly notify each Term Lender of the details thereof. (ivb) no In the event the Company fails to give a Notice of Term Loan may Continuation/Conversion in respect of Eurodollar Loans comprising any Term Borrowing or Portion thereof, the Company shall be converted into a LIBOR Loan when any Default 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such no Base Rate 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 to Eurodollar Loans and all Term Loans then being maintained as provided hereinEurodollar Loans shall, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a); provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 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, such Loan shall be automatically converted to a Prime 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. (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 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 outstanding Portion thereof from Loans of one type to Loans of a different type, in each case, by delivering to the Administrative Agent an irrevocable notice (a "Notice of Revolving Loan Continua tion/Conversion") at ------------------------------------------------- least three Business Days prior to a Loan the date of another Typesuch continuation or conver sion, provided that (i) with respect to any such conversion of Base Rate Loans to Eurodollar Loans must be -------- in a LIBOR Loan to a Prime Rate Loanminimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of Eurodollar Loans to Base Rate Loans must be in a LIBOR Loan into a Prime Rate Loan, such minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the an Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof thereto or, with respect to any conversion, upon the 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 Revolving Borrowing or Portion thereof to be continued or converted; (b) with respect to any conversion of a Prime Rate Loan to a LIBOR Loanthe Loans comprising such Revolving Borrowing, the Borrower shall give type of Loans into which such Loans are to be converted; (c) the Agent at least three amount to be continued or converted and the duration of any applicable Interest Period; and (3d) LIBOR Business Days, prior written notice the date of continuation or conversion. Upon receipt of such election and notice, the Administrative Agent shall promptly notify each Revolving Lender of the details thereof. (ivb) no In the event the Company fails to give a Notice of Revolving Loan may Continuation/Conversion in respect of Eurodollar Loans comprising any Revolving Borrowing or Portion thereof, the Company shall be converted into a LIBOR Loan when any Default 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such no Base Rate 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 to Eurodollar Loans and all Revolving Loans then being maintained as provided hereinEurodollar Loans shall, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a); provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 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, such Loan shall be automatically converted to a Prime 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. (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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.5(b) and ss.2.5(a)(ii); (iiiii) subject to the further proviso at the end of this section ss.2.5(a) and subject to §2.4(bss.2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, The Agent shall provide each Lender shall take such action as is necessary to transfer its Facility Percentage Bank with a copy of such Loans to notice promptly after its Domestic Lending Office or its LIBOR Lending Office, as the case may bereceipt thereof. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 250,000 or an integral multiple of $1,000,000 50,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(ass.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 but shall be automatically converted to a Prime 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 of which the officers of the Default. The Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a 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.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 the outstanding Loan Real Estate Term Loans to a Loan Real Estate Term Loans of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate LoanReal Estate Term Loans of another Type, such conversion shall only be made on the last day of the Term Loan Interest Period with respect thereto; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower Companies shall give the Agent Bank at least three (3) LIBOR Eurodollar Business Days, ' prior written notice of such election election; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Real Estate Term Loans of any Type may be converted as provided herein, provided further that each Conversion Request partial conversions shall be in an aggregate principal amount of $500,000 or a larger integral multiple of $100,000. Each request relating to the conversion of any portion of the Revolving Credit Loans to a Prime Eurodollar Rate Loan to a LIBOR 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 BorrowerCompanies. (b) Any Real Estate Term Loans of any Type may be continued as such upon the expiration of an a Term Loan Interest Period with respect thereto by compliance by the Borrower Companies with the notice provisions contained in §2.4(ass.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 continuing, but shall be automatically converted to a Prime 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 Default of which the officers of the Agent Bank active upon the Borrower’s 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, such Loan are Eurodollar Rate Loans shall be automatically converted to a 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 in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be greater less than five (5) LIBOR Loans outstanding. Any Loan Request for $500,000 or 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 Loanlarger integral multiple of $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 another TypeType and such Loan shall thereafter bear interest as a Prime Rate Loan or a LIBOR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day's 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 theretoto such LIBOR Loan; (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 Prime Rate Loan to a LIBOR 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 $1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than seven (iv7) LIBOR Loans outstanding at any one time (not counting Swing Loans); and (iii) no Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Prime Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Loan in an aggregate principal amount of less than $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 Lender Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR 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 Loans of any Type 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 notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR 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 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in (S)2.5(b) and (S)2.5(a)(ii); (iiiii) subject to the further proviso at the end of this section (S)2.5(a) and subject to §2.4(b(S)2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each -------- Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a(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 but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Default. The Borrower does not shall notify the Agent of its election hereunder with respect to promptly when any Loan, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. automatic conversion contemplated by this (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.S)2.5

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan into a Prime Rate LoanLoan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b[SECTION] 2.6(b) and §2.4(d[SECTION] 2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan or a LIBOR Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days, ' prior written notice of such election; (iv) 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 or a Eurodollar Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of each election and (ivv) 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. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Facility Commitment Percentage of such Loans to its Domestic Lending Office, its Eurodollar 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 as provided herein, provided further PROVIDED FURTHER that each Conversion Request relating to the conversion of a Prime Loan of another Type to a Eurodollar Rate Loan to a or LIBOR Rate Loan shall be for an amount equal to $5,000,000 600,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a[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 but shall be automatically converted to a Prime 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 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, such Loan shall be automatically converted to a 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.relating

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loan Term Loans to a Term Loan of another TypeType and such Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than two (iv2) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Base Rate Loan in a principal amount of less than $1,000,000.00, or a LIBOR Rate Loan or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan Period 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 Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless 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); (iiiii) subject to the further proviso at the end of this section Section 2.5(a) and subject to §2.4(bSection 2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime Rate Loan to a LIBOR 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 three four (34) LIBOR Eurodollar Business Days, ' prior written notice of such election election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further PROVIDED that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(aSection 2.5(a)(ii); provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a 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 LIBOR Eurodollar Loan pursuant to §2.4(aSection 2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(bSection 2.5(b) if, after giving effect thereto, there would be greater than five six (56) LIBOR Eurodollar Rate Loans then outstanding. Any Loan Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR Eurodollar Rate Loans outstanding shall be deemed to be a Conversion 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 portion of the outstanding Term Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ivii) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans Term Loan of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans portion of the Term Loan of any Type may be continued as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 Loanportion of the Term Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b2.5(b) if, after giving effect thereto, there would be greater than five six (56) LIBOR Libor Rate Loans then outstanding. Any Loan Conversion Request for a LIBOR Libor Rate Loan that would create greater than five six (56) LIBOR Libor Rate Loans outstanding shall be deemed to be a Conversion Request for a Prime 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 Loan Loans to a Loan of another TypeType and such Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than one (iv1) LIBOR Rate Loan outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a); provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 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, such Loan shall be automatically converted to a 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 portion of the outstanding Term Loan to another Type, provided that (i) subject to the further proviso at the end of outstanding Libor Rate Loan to a Base Rate Loan of another Typeor any outstanding Base Rate Loan to a Libor Rate Loan, provided that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Libor Business Days, ’ prior written notice of such election; , which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 1011:00 a.m. on any Libor Business Day; and (ivii) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans Term Loan of any Type TypeLibor Rate Loans may be converted to Base Rate Loans and vice versa as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans portion of the Term Loan of any Type TypeSubject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such upon the expiration of 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 upon 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 Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b) 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 five fiveseven (557) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five fiveseven (557) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(bSection 2.6(b) and §2.4(dSection 2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)Section 2.6 (a) ; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan pursuant to §2.4(aSection 2.6(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(bSection 2.6(b) if, after giving effect thereto, there would be greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding. Any Loan Request for a LIBOR Eurodollar Rate Loan that would create greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding shall be deemed to be a Conversion Loan Request for a Prime Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert all or a portion 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 Prime Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) Business Days, prior written notice of such election; election on or prior to 10:00 a.m. (iiBoston time) with respect to any such conversion on the Business Day next preceding the date of a LIBOR Loan into a Prime Rate Loanthe conversion, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan unless the Borrowers pay the Administrative Agent for the account of the Lenders the amounts required under Section 4.7; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) LIBOR Business Days, prior written notice of such election election, on or before 10:00 a.m. (Boston time) on the third 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 $1,000,000 and in an integral multiple of $100,000 and, after giving effect to the conversion of such Loan, there shall be no more than eight (8) Eurodollar Rate Loans having different Interest Periods outstanding at any one time; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Eurodollar Rate Loan in an aggregate principal amount of less than $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 Lender shall take such action as is necessary to transfer its Facility Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Officeoffice, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 BorrowerBorrowers. The Administrative Agent shall notify the Lenders promptly following its receipt of each Conversion Request. (b) Any 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 notice and other provisions contained in §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Administrative Agent active upon the Borrower’s 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, such Loan shall be automatically converted to a Prime Base 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 of its outstanding Loan Term Loans to a Term Loan of another TypeType and such Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than two (iv2) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Base Rate Loan in a principal amount of less than $1,000,000.00, or a LIBOR Rate Loan or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan Period 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 Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding 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 denominated in Dollars and (ii) four Business Days’ prior irrevocable written notice of such 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 is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Typean Interest Period to such succeeding Business Day such Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans may be converted as provided herein, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary continuing and (ii) partial conversions to transfer its Facility Percentage of such LIBOR Rate 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan shall be for in an aggregate principal amount equal to $5,000,000 or an integral multiple of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof and thereof. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be irrevocable by the Borrowermade in Dollars. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 2.10(a); provided provided, that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime (i) no LIBOR Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of may be continued as such, in 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, case such Loan shall be automatically converted to a Prime Base Rate Loan at the end of the applicable Interest Period. Period with respect thereto and (dii) The 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 may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoor the continuation of LIBOR Rate Loans is not permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed 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 a Conversion Request for a Prime continued as LIBOR Rate LoanLoans 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 outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on take place automatically at the last day end of the applicable Interest Period with respect theretounless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.6(b) and ss.2.6(a)(ii); (iiiii) subject to the further proviso at the end of this section ss.2.6(a) and subject to §2.4(bss.2.6(b) and §2.4(d) hereof 2.6(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, The Agent shall provide each Lender shall take such action as is necessary to transfer its Facility Percentage Bank with a copy of such Loans to notice promptly after its Domestic Lending Office or its LIBOR Lending Office, as the case may bereceipt thereof. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 250,000 or an integral multiple of $1,000,000 50,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(ass.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 but shall be automatically converted to a Prime 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 of which the officers of the Default. The Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a 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.automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another TypeType and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day’s 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 theretoto such LIBOR Rate Loan; (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 Prime 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 $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than six (iv6) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in terms of §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 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 Prime Base 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 another Type, ; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Revolving Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Revolving Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days, ' prior written notice of such election election, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five Eurodollar Rate Loans outstanding at any one time; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that no partial conversion shall result in a 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 $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 Eurodollar Lending office, as the case may be. Each Conversion Request relating to the conversion of a Prime Base Rate Revolving 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. The Agent shall notify the Banks promptly following its receipt of such Conversion Request. (b) 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 with the notice provisions contained in §2.4(a)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 continuing, but shall be automatically converted to a Prime 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 Default of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a Prime Base Rate Revolving 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) 4.1.1. The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided further that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Prime 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) 4.1.2. Any Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) 4.1.3. In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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 of its outstanding Loan Loans to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, provided as applicable; PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three one (31) Business Days, Day's 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 theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than eight (iv8) 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 Loans of any Type may be converted as provided herein, PROVIDED that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000 or a Eurodollar Rate Loan in a principal amount of less than $2,000,000 and that the principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Each Conversion/Continuation Request relating to the conversion of a Prime 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 Loans of any Type 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 notice provisions contained in §2.4(a)terms of Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Eurodollar Rate Loan, such Loan shall be automatically converted to a Prime Base 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three four (34) Eurodollar Business Days, ’ prior written notice of such election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime Rate Loan to a LIBOR 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, which notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iviii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage Following receipt of such Loans to its Domestic Lending Office or its LIBOR Lending Officenotice from the Borrower, as the case may beAgent shall promptly notify each Bank of such request by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(a2.5(a)(ii) above and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Prime 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 LIBOR Eurodollar Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(b2.5(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 five six (56) LIBOR Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR 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 another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(bss.2.6(b) and §2.4(dss.2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three four (34) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR 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 Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)ss.2.6 (a) ; provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Loan pursuant to §2.4(ass.2.6(a) or elect to continue a LIBOR Loan pursuant to §2.4(bss.2.6(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 another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b(S)2.6(b) and §2.4(d(S)2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days, ' prior written notice of such election and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)(S)2.6 (a) ; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to or continued as a Prime 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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan pursuant to §2.4(a(S)2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(b(S)2.6(b) if, after giving effect thereto, there would be greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding. Any Loan Request for a LIBOR Eurodollar Rate Loan that would create greater than five eight (5) LIBOR 8) Eurodollar Rate Loans outstanding shall be deemed to be a Conversion Loan Request for a Prime Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided further that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of 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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect Notwithstanding anything herein to convert a Prime Rate the contrary, each Loan to a LIBOR Loan that is continued or converted 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 this Section 4.1 shall be deemed continued as or converted to be 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 Conversion Request for a Prime Eurodollar Rate Loan, the Interest Period selected shall comply with the conditions set forth in the definition of the term "Interest Period".

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b2.6(b) and §2.4(d2.6(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three four (34) LIBOR Eurodollar Business Days, prior written notice of such election and (iv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $5,000,000 3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)2.6 (a) ; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s '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, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Eurodollar Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Eurodollar Rate Loan pursuant to §2.4(b2.6(b) if, after giving effect thereto, there would be greater than five six (56) LIBOR Eurodollar Rate Loans outstanding. Any Loan Request for a LIBOR Eurodollar Rate Loan that would create greater than five six (56) LIBOR Eurodollar Rate Loans outstanding shall be deemed to be a Conversion Loan Request for a Prime Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Libor Rate Loan to a Base Rate Loan of another Typeor any outstanding Base Rate Loan to a Libor Rate Loan, provided that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Libor Business Days, ’ prior written notice of such election; , which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Libor Business Days, ’ prior written notice of such election and (iv) election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day; 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. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Type Libor Rate Loan may be continued automatically as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (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 upon 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 Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b) 2.5(b), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto, thereto there would be greater than five seven (57) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five seven (57) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ivii) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b2.5(b) if, after giving effect thereto, there would be greater than five six (56) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five six (56) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 Loan Loans to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, ' prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such LIBOR Rate Loan; (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 Prime 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than four (iv4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Prime Base 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 Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section §2.5(a) and subject to §2.4(b2.5(b) and §2.4(d) hereof 2.5(d), with respect to any such conversion of a Prime 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 election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ivii) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loans Revolving Credit Loan of any Type may be continued as such 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 notice provisions contained in §2.4(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 but shall be automatically converted to a Prime 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 of which the officers of Default. The Borrower shall notify the Agent active upon the Borrower’s account have actual knowledgepromptly 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 LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Prime 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 Prime Base Rate Loan to a LIBOR Libor Rate Loan pursuant to §2.4(a2.5(a) or elect to continue a LIBOR Libor Rate Loan pursuant to §2.4(b2.5(b) if, after giving effect thereto, there would be greater than five four (54) LIBOR Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a LIBOR Libor Rate Loan that would create greater than five four (54) LIBOR Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime 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 Alternate Base Rate Loans to a Loan of another TypeLIBOR Rate Loans, provided that (i) with respect to any such conversion of a LIBOR Loan to a Prime Rate Loan, by giving the Borrower shall give the Administrative Agent at least three (3) Business Days, ' prior irrevocable written notice of such election; (ii) with respect . A form of Notice of Conversion/ Extension is attached as SCHEDULE 2.10. If the date upon which an Alternate Base Rate Loan is to any such conversion of be converted to a LIBOR Rate Loan into is not a Prime Rate LoanBusiness Day, then such conversion shall only be made on the next succeeding Business Day and during the period from such last day of the an Interest Period with respect thereto; to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, PROVIDED that (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (ivi) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Prime Rate Loan to a LIBOR Loan continuing and (ii) partial conversions shall be for in an aggregate principal amount equal to of $5,000,000 2,500,000 or an integral a whole multiple of $1,000,000 100,000 in excess thereof and shall be irrevocable by the Borrowerthereof. (b) Any LIBOR Rate Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(aSection 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 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 of continuing, in 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, case such Loan shall be automatically converted to a Prime an Alternate Base Rate Loan at the end of the applicable Interest Period. (d) The Period with respect thereto. If the Borrower may not elect shall fail to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect give timely notice of an election to continue a LIBOR Loan pursuant to §2.4(b) ifRate Loan, after giving effect theretoand the continuation of such LIBOR Rate Loans is permitted hereunder, there would be greater than five (5) such LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be automatically continue as a Conversion Request for a Prime one (1) month LIBOR Rate LoanLoan 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 another TypeType by delivering a Conversion Request to the Operations Agent, provided that (ia) with respect to any such conversion of a LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Operations Agent at least three two (32) Business Days, Days prior written notice of such election; (iib) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, 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 Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election thereto and (ivd) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Facility 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 further that each any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a 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 Loans 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 notice provisions contained in §2.4(a)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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Operations 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 fails to provide any such notice with respect to the continuation of any LoanLIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to a Prime Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Operations Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to occur. (dc) The Borrower may not elect Any conversion to convert a Prime or from LIBOR Rate Loan to a LIBOR Loan Loans shall be in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be greater less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans having different Interest Periods may be outstanding shall be deemed to be a Conversion Request for a Prime Rate Loanat any time.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days, Days prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect theretoto such Eurodollar Rate Loan; (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 Prime Base Rate Loan to a LIBOR Eurodollar Rate 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (iv5) 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 Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility 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 as provided herein, provided further that each Each Conversion Request relating to the conversion of a Prime 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 Loans of any Type Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.4(a)terms of 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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s account have actual knowledgeDefault. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Base 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) 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 another Type, provided that (ia) with respect to any such conversion of a LIBOR Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Agent at least two (2) Business Days prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days, Days prior written notice of such election; (iic) with respect to any such conversion of a LIBOR Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election thereto and (ivd) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, made each Lender Bank shall take such action as is necessary to transfer its Facility 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 further that each 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 Prime Rate Revolving Credit 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) 2.7.2 Continuation of Type of Revolving Credit Loan. Any Loans 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 notice provisions contained in §2.4(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 continuing, but shall be automatically converted to a Prime 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 of which the officers of the Agent active upon the Borrower’s 's account have actual knowledge. (c) . In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any LoanEurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Prime 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. (d) The Borrower may not elect 2.7.3 Eurodollar Rate Loans. Any conversion to convert a Prime or from Eurodollar Rate Loan to a LIBOR Loan Loans shall be in such amounts and be made pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) ifsuch elections so that, after giving effect thereto, there would the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be greater less than five (5) LIBOR Loans outstanding. Any Loan Request for $500,000 or 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 Loanwhole multiple of $100,000 in excess thereof.