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 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 Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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 Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate LIBOR Loan to a Base 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, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate LIBOR Loan, the Borrower shall give the Agent at least four Eurodollar 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of 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 Base Prime Rate Loan to a Eurodollar Rate 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 Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.4(a); provided that no Eurodollar Rate 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 Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be a Conversion Request for a Prime Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Base Rate Loan to a Base 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, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iiiii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(i); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a Eurodollar LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar LIBOR Rate LoanLoan unless the Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four Eurodollar 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 $2,000,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than five six (56) Eurodollar LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000 or a Eurodollar LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section §4.1; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan 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 Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan of the Outstanding Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a Eurodollar LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower Borrowers shall give the Agent at least four Eurodollar 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 $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than five seven (57) Eurodollar LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a Eurodollar LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of Section this §4.1; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower 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 Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loandenominated in Dollars, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Eurocurrency Loan to a Prime Rate Loan, the Company shall give the Administrative Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Prime Rate Loan to a Base Rate Eurocurrency Loan, the Borrower Company shall give the Administrative Agent at least three (3) Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurocurrency Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loanthereto, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Prime Rate Loan may be converted into a Eurodollar Rate Eurocurrency 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage portion of such Loans to its Domestic Lending Office or its Eurodollar Eurocurrency Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that any conversion shall comply with the minimum aggregate principal amount requirements set forth in Section 2.3(a). Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate Eurocurrency Loan shall be irrevocable by the BorrowerCompany. (b) Any Revolving Credit Loan of any Type may be continued as such a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Company with the terms of notice provisions contained in Section 4.12.6(a) hereof; provided that (i) as to any Eurocurrency Loan denominated in Dollars, no Eurodollar Rate such Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. Default of which officers of the Administrative Agent active upon the account have actual knowledge; and (cii) as to any Eurocurrency Loan denominated in an Optional Currency, no such Eurocurrency Loan may be continued as such when any Default or Event of Default has occurred or is continuing, but shall be repaid by the Company on the last day of the Interest Period relating thereto. In the event that the Borrower does not notify the Agent of its election hereunder Company fails to provide any Conversion Request with respect to the continuation of any LoanEurocurrency Loan as such, then (x) as to any Eurocurrency Loan denominated in Dollars, such Eurocurrency Loan shall be automatically converted to a Base Prime Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto, and (y) as to any Eurocurrency Loan denominated in an Optional Currency, such Eurocurrency Loan shall be repaid on the last day of the Interest Period relating thereto. The Administrative Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.6(b) is scheduled to occur. (c) Any conversion to or from Eurocurrency Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurocurrency Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $500,000 in excess thereof (or, in the case of Eurocurrency Loans denominated in an Optional Currency, that whole number which is nearest to the Dollar Equivalent of $5,000,000 or $500,000, as the case may be, rounded to the nearest one thousandth). No more than ten (10) Eurocurrency Loans with different Interest Periods shall be outstanding at one time.

Conversion Options. (a) The Borrower Subject to the provisions hereof, the Company may elect from time to time to convert any an outstanding Loan Variable Rate Consignment to a Loan of another Type Fixed Rate Consignment and such Loan shall thereafter bear interest as to convert an outstanding Fixed Rate Consignment to a Base Variable Rate Loan or a Eurodollar Rate LoanConsignment, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Fixed Rate Loan to Consignment into a Base Variable Rate LoanConsignment, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Consignment Period with respect to such Eurodollar Rate Loanthereto; (ii) with respect to any such conversion of a Base Variable Rate Loan Consignment to a Eurodollar Fixed Rate LoanConsignment, the Borrower Company shall give the Agent Sensata at least four Eurodollar Business two (2) London Banking Days' ’ prior written notice of the day on which such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeis effective; and (iii) no Loan consignment may be converted into a Eurodollar Fixed Rate Loan Consignment when any Default or there has occurred an Event of Default has occurred and hereunder which is continuingcontinuing at the time. The Company shall give to Sensata notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the outstanding Loans of any Type Consignment Facility may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan such request shall be irrevocable by the BorrowerCompany. (b) Any Loan Subject to the provisions hereof, Fixed Rate Consignments may be continued as such Type upon the expiration of an Interest a Consignment Period with respect thereto by compliance giving to Sensata notice by telecopier of the Borrower with Company’s decision to continue an outstanding consignment as such at least four (4) London Banking Days’ prior to the terms of Section 4.1day on which such election is effective; provided that no Eurodollar Fixed Rate Loan Consignment may be continued as such when any Default or there has occurred an Event of Default has occurred and is continuinghereunder, but shall be automatically converted to a Base Variable Rate Loan Consignment on the last day of the Interest first Consignment Period relating thereto ending during the continuance of any Default or such Event of Default. (c) . In the event that the Borrower Company does not notify the Agent Sensata of its election hereunder with respect to any Loanconsignment, such Loan consignment shall be automatically converted to to, or continued as, a Base Variable Rate Loan Consignment at the end of the applicable Interest Consignment Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a 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 Bank Lender shall take, to the extent it deems it necessary to do so, 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 All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.6 (a); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three not less than one (1) and not more than five (5) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least four Eurodollar no less than three (3) and not more than five (5) LIBOR Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; with respect thereto and (iiiiv) no Loan may be converted into a Eurodollar 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 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, made each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that (i) any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers and (ii) with respect to LIBOR Rate Loans, there shall be no more than ten (10) separate Interest Periods in effect at any one time. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of Section 4.1notice provisions contained in ss.2.7(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Default of which officers of the event that Administrative Agent active upon the Borrower does not Borrowers' account have actual knowledge. The Administrative Agent shall notify the Agent of its election hereunder with respect to Lenders promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Periodautomatic conversion contemplated by this ss.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan Advance to a Loan an Advance of another Type and such Loan Advance shall thereafter bear interest as a Base Rate Loan Advance or a Eurodollar LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar LIBOR Rate LoanAdvance; (ii) with respect to any such conversion of a Base Rate Loan Advance to a Eurodollar LIBOR Rate LoanAdvance, the Borrower shall give the Agent at least four Eurodollar LIBOR Business Days' prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan Advance so converted shall be in a minimum aggregate amount of $2,000,000 100,000.00 or an integral multiple of $100,000 1,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than five (5) Eurodollar LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a Eurodollar LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan 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 subject to the aggregate principal amount of each Loan shall be in an integral multiple of $100,000foregoing limits. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans Advance to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan Advance to a Eurodollar LIBOR Rate Loan Advance shall be irrevocable by the Borrower. (b) Any Loan Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.15.3; provided that no Eurodollar LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loanoutstanding Advance, such Loan Advance shall be automatically converted to a Base Rate Loan Advance at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loans, elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election substantially in the form of the notice attached as Schedule 2.10 (the “Notice of Conversion/Extension”). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a Eurodollar any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than (A) in the case of Revolving Loans, $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 whole 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 500,000 in excess thereof and (B) in the case may be. Each Conversion Request relating to of the conversion Term Loan, $2,000,000 or a whole multiple of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower$1,000,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided provided, that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower Subject to the provisions hereof, the Customers may elect from time to time to convert any an outstanding Loan Floating Rate Consignment to a Loan of another Type Fixed Rate Consignment and such Loan shall thereafter bear interest as to convert an outstanding Fixed Rate Consignment to a Base Floating Rate Loan or a Eurodollar Rate LoanConsignment, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Fixed Rate Loan to Consignment into a Base Floating Rate LoanConsignment, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Fixed Rate Period with respect to such Eurodollar Rate Loanthereto; (ii) with respect to any such conversion of a Base Floating Rate Loan Consignment to a Eurodollar Fixed Rate LoanConsignment, the Borrower Customers shall give the Agent Metal Lender at least four Eurodollar Business three (3) London Banking Days' ’ prior written notice of the day on which such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeis effective; and (iii) no Loan Consignment may be converted into a Eurodollar Fixed Rate Loan Consignment when any Default or Event of a Default has occurred and is continuingcontinuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the outstanding Loans of any Type Consignment Facility 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 madeSubject to agreement with respect to any Fixed Consignment Fee (if applicable), each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan request shall be irrevocable by the BorrowerCustomers. (b) Any Loan Subject to the provisions hereof, Fixed Rate Consignments may be continued as such Type upon the expiration of an Interest a Fixed Rate Period with respect thereto by compliance giving to the Metal Lender notice by facsimile transmission in the Borrower with form of Exhibit D attached hereto of the terms of Section 4.1Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Eurodollar Fixed Rate Loan Consignment may be continued as such when any Default or Event of while a Default has occurred and is continuing, but shall be automatically converted to a Base Floating Rate Loan Consignment on the last day of the Interest first Fixed Rate Period relating thereto ending during the continuance of any Default or Event of such Default. (c) . In the event that the Borrower does Customers do not notify the Agent Metal Lender of its election hereunder with respect to any LoanConsignment, such Loan Consignment shall be automatically converted to a Base Floating Rate Loan Consignment at the end of the applicable Interest Fixed Rate Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as by delivering a Base Rate Loan or a Eurodollar Rate LoanConversion Request to the Operations Agent, as applicable; provided that (ia) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base an Overnight Rate Loan, the Borrower shall give the Operations Agent at least three two (2) Business Days' Days prior written notice of such election; (b) with respect to any such conversion of an Overnight Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into an Overnight Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; thereto and (iiid) no Loan may be converted into a Eurodollar 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 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.02; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any LoanLIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to a Base an Overnight Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Operations Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to occur. (c) Any conversion to or from LIBOR Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans having different Interest Periods may be outstanding at any time.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least three two (2) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Agent at least four two (2) Eurodollar Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; with respect thereto and (iiiiv) no Loan may be converted into a 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, PROVIDED that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (except that the foregoing limitation shall not be applicable to Base Rate Loans to the extent that the proceeds of such borrowing are requested to be disbursed to the Borrowers' controlled disbursement account maintained with the Agent). Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of Section 4.1notice provisions contained in /section/2.7(a); provided PROVIDED that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Agent active upon the Borrowers' account have actual knowledge. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this /section/2.7 is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan, such Loan or from Eurodollar Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$100,000 in excess thereof.

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

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of the outstanding Term Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar 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 four Eurodollar three (3) Business Days' ’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iiiii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans Term Loan of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any portion of the Term Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(i); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loanportion of the Term Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than six (6) Libor Rate Loans then outstanding. Any Conversion Request for a Libor Rate Loan that would create greater than six (6) Libor Rate Loans outstanding shall be deemed to be a Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this Section 2.5(a) and subject to Section 2.5(b) and 2.5(d), with respect to any conversion of a Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (4) Eurodollar Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.5(a)(ii); provided PROVIDED that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Loan simultaneously with converting or continuing a Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate LIBOR Loan to a 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 Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate LIBOR Loan, the Borrower shall give the Agent at least four Eurodollar (4) 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 five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar Rate 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 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 Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate 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 Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in ss.2.6 (a) ; provided that no Eurodollar Rate 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 Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Loan pursuant to ss.2.5, elect to convert a Base Rate Loan to a LIBOR Loan pursuant to ss.2.6(a) or elect to continue a LIBOR Loan pursuant to ss.2.6(b) if, after giving effect thereto, there would be greater than five (5)

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least three four (4) Eurodollar Business Days' ’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 10:00 a.m. on the last day of the Interest Period with respect to such Eurodollar Rate Loanany Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) above and (ii) in the case of Section 4.1Eurodollar 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 Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if the Revolving Credit Loan involves a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Loan is less than four Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Agent at least four three (3) Eurodollar Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) no Loan may be converted into a 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of notice provisions contained in Section 4.12.5(a); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Agent active upon the Borrowers' account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder Borrowers fail to provide any such notice with respect to the continuation of any LoanEurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.5 is scheduled to occur. (c) Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of $500,000 in excess thereof.

Conversion Options. (a) The Each Borrower may may, in the case of Revolving Loans, SFG Revolving Loans and the Term Loans, elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans by giving irrevocable written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:30 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the requested conversion. A form of Notice of Conversion/ Extension is attached as Schedule 2.12. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a Eurodollar any part of outstanding Alternate Base Rate LoanLoans may be converted as provided herein, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 5,000,000 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 whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower1,000,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the terms of notice provisions contained in Section 4.12.12(a); provided provided, that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.is

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.6(b) and §2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of The Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.6(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Rate Loan pursuant to §2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a) or elect to continue a LIBOR Rate Loan pursuant to §2.6(b) if, after giving effect thereto, there would be greater than four (4) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than four (4) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a 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 and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit -------- Eurodollar Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Revolving Credit Eurodollar Rate Loan as provided in (S)2.7(b) and (S)2.7(a)(ii); (ii) subject to the further proviso at the end of this (S)2.7(a) and subject to (S)2.7(b) and 2.7(d), with respect to any conversion of a Base Rate Loan to a 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) Eurodollar Business Days' prior written notice of such election, and such conversion shall only which notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iii) no Revolving Credit Loan may be converted into a Revolving Credit Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided -------- that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Revolving Credit Eurodollar Rate Loan shall be for an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Revolving Credit Eurodollar Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in (S)2.7(a)(ii); provided that no Revolving Credit Eurodollar Rate -------- Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this (S)2.7

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type 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 Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timethereto; and (iiiiv) no the interest rate applicable to all or any portion of the Term Loan may not be converted into a Eurodollar to an interest rate determined by reference to the LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans the applicable portion of the Term Loan to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Subject to the terms of Section 4.5(c) hereof, the interest rate applicable to all or any part of the outstanding Term Loan may be converted into a different interest rate as provided herein, provided that (1) any partial conversion shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof and (2) with respect to any portion of the Term Loan bearing interest at a rate per annum determined by reference to the LIBOR Rate, there shall be no more than six (6) separate Interest Periods in effect at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan the interest rate applicable to a Eurodollar Rate all or any portion of the Term Loan shall be irrevocable by the Borrower. (b) Any The interest applicable to all or any portion of the Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.14.5(a); provided that no Eurodollar an interest rate determined by reference to LIBOR Rate Loan may not be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a an interest rate determined by reference to the Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Agent active upon the Borrower's account have actual knowledge. (c) In Any conversion to or from an interest rate determined by reference to the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan LIBOR Rate shall be automatically converted in such amounts and be made pursuant to a Base Rate Loan at such elections so that, after giving effect thereto, the end aggregate principal amount of that portion of the applicable Term Loan bearing interest at an interest rate based on the LIBOR Rate having the same Interest PeriodPeriod shall not be less than $1,000,000 or an integral multiple thereof.

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 Type and such Loan shall thereafter bear interest as a Base Rate Loan continuation or a Eurodollar Rate Loanconver sion, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate LoanLoans to Eurodollar Loans must be -------- in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least three Business Days' prior written notice (ii) any conversion of such election, Eurodollar Loans to Base Rate Loans must be in a minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and such (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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 Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by or, with respect to any conversion, upon the Borrower with payment of any amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Revolving Loan Continuation/Conversion shall specify: (a) the terms of Section 4.1; provided that no Eurodollar Rate Loan may Revolving Borrowing or Portion thereof to be continued as or converted; (b) with respect to any conversion of the Loans comprising such when Revolving Borrowing, the type of Loans into which such Loans are to be converted; (c) the amount to be continued or converted and the duration of any Default applicable Interest Period; and (d) the date of continuation or conversion. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Lender of the details thereof. (b) In the event the Company fails to give a Notice of Revolving Loan Continuation/Conversion in respect of Eurodollar Loans comprising any Revolving Borrowing or Portion thereof, the Company shall be deemed to have requested conversion of the Eurodollar Loans comprising such Revolving Borrowing or Portion thereof to Base Rate Loans on the last day of the then current Interest Period applicable thereto. (c) Anything herein to the contrary notwithstanding, in the event that an Event of Default has occurred and is continuing, but shall no Base Rate Loans may be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanEurodollar Loans and all Revolving Loans then being maintained as Eurodollar Loans shall, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (if such Event of Default is continuing on such date), be converted to Base Rate Loans.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days' ’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect to such Eurodollar Rate Loanany Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four three (3) Eurodollar Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 11:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) and (ii) in the case of Section 4.1Eurodollar 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 Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Base Rate Loan made at a point when the time between the end of the initial Interest Period for such Base Rate Loan and the making of such Base Rate Loan is less than three (3) Eurodollar Business Days, such Base Rate Loan shall continue as a Base Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Base Rate Loan which next follows such Base Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Base Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of The Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.6 (a) ; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to Section 2.6(a) or elect to continue a LIBOR Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower Companies may elect from time to time to convert any outstanding Loan Advance to a Loan an Advance of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate LoanAdvance into an Advance of another Type, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (ii) with respect to any such conversion of a Base Prime Rate Loan Advance to a Eurodollar LIBOR Rate LoanAdvance, the Borrower Companies shall give the Agent Lender at least four three (3) Eurodollar Business Days' prior written notice of the day on which such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeis effective; and (iii) no Loan Advance may be converted into a Eurodollar LIBOR Rate Loan Advance when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuinghereunder. The Companies shall give to the Lender telephonic notice (confirmed in writing by the Lender) of their decision to convert an outstanding Advance to an Advance of another Type. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerCompanies. (b) Any Loan Advances of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance giving to the Lender telephonic notice (confirmed in writing by the Borrower with Lender) of the terms of Section 4.1Companies' decision to continue an outstanding Advance as such; provided that no Eurodollar LIBOR Rate Loan Advance may be continued as such when any Default or the Lender has declared the existence of an Event of Default has occurred and is continuinghereunder, but shall be automatically converted to a Base Prime Rate Loan Advance on the last day of the first Interest Period relating thereto ending during the continuance of any Default or such Event of Default. (c) In the event that the Borrower does Companies do not notify the Agent Lender of its their election hereunder with respect to any LoanAdvance, such Loan Advance shall be automatically converted to a Base Prime Rate Loan Advance at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Agent at least four three (3) Eurodollar Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) no Loan may be converted into a 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, made each Bank shall take, to the extent it deems it necessary to do so, take 29 such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of Section 4.1notice provisions contained in ss.2.5(a); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Agent active upon the Borrowers' account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder Borrowers fail to provide any such notice with respect to the continuation of any LoanEurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this ss.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar 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 four Eurodollar three (3) Business Days' ’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iiiii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(i); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than four (4) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than four (4) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate LIBOR Loan to a Base 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, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.4(b) and ss.2.4(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate LIBOR Loan, the Borrower shall give the Agent at least four Eurodollar 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of 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 Base Prime Rate Loan to a Eurodollar Rate 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 Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in ss.2.4 (a) ; provided that no Eurodollar Rate 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 Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to ss.2.4(a) or elect to continue a LIBOR Loan pursuant to ss.2.4

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as with each Bank from a Base Rate Loan to a LIBOR Rate Loan or from a Eurodollar LIBOR Rate Loan to a Base Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' Days prior written notice Notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four Eurodollar three (3) LIBOR Business Days' Days prior written notice Notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeelection; and (iiiiv) no Loan may be converted into a Eurodollar 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 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 the Banks shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans may be converted as provided herein, provided that any partial conversions shall be in an aggregate principal amount of $300,000 or a whole multiple of $100,000 in addition thereto. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Base Rate Loan or LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Notice provisions contained in Section 4.12.1A(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) . In 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 Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. (c) Any conversion to or from LIBOR Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $300,000 or a whole multiple of $100,000 in addition thereto. (d) All Loans shall be made on a pro rata basis from each of the Banks.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Base Rate Loan to a Base Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Lender) at least three (3) Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iiiii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(i); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than six (6) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than six (6) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term 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 (3) Business Days’ prior irrevocable written notice of such election substantially in the form of the notice attached as Schedule 2.10 (the “Notice of Conversion/Extension”). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a Eurodollar any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than (A) in the case of Revolving Loans, $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 whole 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 500,000 in excess thereof and (B) in the case may be. Each Conversion Request relating to of the conversion Term Loan, $1,000,000 or a whole multiple of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower$500,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to into a Base Rate LoanLoan of another Type, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate LoanLoan of another Type, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect no later than 12:00 noon (Boston time) two (2) LIBOR Business Days prior to the making proposed date of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeconversion; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Any notice of conversion shall be in the form of Exhibit C, annexed hereto. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no (x) partial conversion conversions shall result in a Base Rate Loan be in an aggregate principal amount of less than $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 100,000.00 in excess thereof and (y) no more than five (5) Interest Periods for Revolving Credit Loans 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 are LIBOR Rate Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may bebe outstanding at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Loan of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.9(a); provided that no Eurodollar LIBOR Rate Loan may be continued con tinued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Default of which the event that officers of the Borrower does not Agent active upon the Borrower's account have actual knowledge. The Agent shall notify the Agent of its election hereunder with respect to Lenders promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contem plated by this Section 2.9

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 Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, Loan the Borrower shall give the Agent at least four Eurodollar 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 $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than five four (54) Eurodollar Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar 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 $1,000,000 500,000 or a Eurodollar Term LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.14.1(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this Section 2.5(a) and subject to Section 2.5(b) and Section 2.5(d), with respect to any conversion of a Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (4) Eurodollar Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.5(a)(ii); provided PROVIDED that no Eurodollar -36- Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Libor Rate Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or any outstanding Base Rate Loan to a Eurodollar Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Libor Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Libor Business Days' ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan, the Borrower shall give the Agent at least four Eurodollar three (3) Libor Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 11:00 a.m. on any one timeLibor Business Day; and (iii) provided that no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such Type upon the expiration of an the Interest Period with respect thereto as set forth in §2.5(c) or by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(ii); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Base Rate Loan 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 Base Libor Rate Loan having a 1-month Interest Period at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any portion of the outstanding Term Loan to a another Type, provided that (i) subject to the further proviso at the end of outstanding Libor Rate Loan of another Type and such Loan shall thereafter bear interest as to a Base Rate Loan or any outstanding Base Rate Loan to a Eurodollar Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Libor Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Libor Business Days' ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar 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 four Eurodollar three (3) Libor Business Days' ’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 1011:00 a.m. on any one timeLibor Business Day; and (iiiii) provided that no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. 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 that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any portion of the Term Loan of any TypeSubject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loansas set forth in §2.5(c) or by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(iii); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In InSubject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any portionBase Rate Loan 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 Base Base(or continued as) a Libor Rate Loan having a 1-month Interest Period at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto, there would be greater than fiveseven (57) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than fiveseven (57) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more portions of the Term LoanLoans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time by delivering a Conversion Request signed by a Responsible Officer of the Borrower in the form of Exhibit L to convert any outstanding Committed Loan to a Committed Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a an Alternate Base Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days' Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a Committed LIBOR Rate Loan, and the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any thereto unless the Borrower pays the related LIBOR Breakage Costs at the time of such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Committed Loans of any Type may be converted into a Committed Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $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 or 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 be500,000 in excess thereof. Each Conversion Request relating to the conversion of a an Alternate Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Committed Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.6(a) or (c); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a an Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Administrative Agent of its election hereunder with respect to the continuation of any LoanCommitted LIBOR Rate Loan as such, such the affected Committed LIBOR Rate Loan shall automatically be automatically converted to continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as an Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof. (d) The Borrower may not request or elect a Committed LIBOR Rate Loan pursuant to §2.5, elect to convert an Alternate Base Rate Loan to a Committed LIBOR Rate Loan pursuant to §2.6(a), elect to continue a Committed LIBOR Rate Loan pursuant to §2.6(b) or have continued a Committed LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than twenty (20) Committed Credit LIBOR Rate Loans then outstanding. Any Loan Request for a Committed LIBOR Rate Loan that would create greater than twenty (20) Committed LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for an Alternate 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 and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a no Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in (S)2.7(a); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Agent active upon the Borrower's account have actual knowledge. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this (S)2.7 is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect Any conversion to any Loan, such Loan or from Eurodollar Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$1,000,000 in excess thereof.

Conversion Options. (a) The Borrower may may, in the case of Revolving Loans and Term Loan, 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 (3) Business Days' prior irrevocable written notice of such election substantially in the form of the notice attached as Schedule 2.10 45 (the "Notice of Conversion/Extension"). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a Eurodollar any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may continuing and (ii) partial conversions shall be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than (A) in the case of Revolving Loans, $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 whole 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 500,000 in excess thereof and (B) in the case may be. Each Conversion Request relating to of the conversion Term Loan, $2,000,000 or a whole multiple of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower$1,000,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided provided, that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of The Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.6(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to Section 2.6(a) or elect to continue a LIBOR Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than four (4) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than four (4) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a 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 and such Loan shall thereafter bear interest as by delivering a Base Rate Loan or a Eurodollar Rate LoanConversion Request to the Operations Agent, as applicable; provided that (ia) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Operations Agent at least three two (2) Business Days' Days prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Operations Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; thereto and (iiid) no Loan may be converted into a Eurodollar 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 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, made each Bank shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.02; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which officers of the Operations Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower does not notify the Agent of its election hereunder fails to provide any such notice with respect to the continuation of any LoanLIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. The Operations Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.16 is scheduled to occur. (c) Any conversion to or from LIBOR Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. No more than five (5) LIBOR Rate Loans having different Interest Periods may be outstanding at any time.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a 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 Bank Lender shall take, to the extent it deems it necessary to do so, 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 All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a 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 Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.6 (a) ; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.6(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate LIBOR Loan to a Base 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, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate LIBOR Loan, the Borrower shall give the Agent at least four Eurodollar 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 $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar Rate 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 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 Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate 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 Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in ss.2.6 (a) ; provided that no Eurodollar Rate 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 Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Loan pursuant to ss.2.5, elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to ss.2.6(a) or elect to continue a LIBOR Loan pursuant to ss.2.6(b) if, after giving effect thereto, there would be greater than three (3) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than three (3) LIBOR Loans outstanding shall be deemed to be a Loan Request for a Prime Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.5(b) and ss.2.5(a)(ii); (ii) subject to the further proviso at the end of this ss.2.5(a) and subject to ss.2.5(b) and 2.5(d), with respect to any conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.5(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give received by the Agent at least four Eurodollar by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeDay; and (iii) no Revolving Credit Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Agent shall provide each Bank with a copy of such notice promptly after its receipt thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the terms of Section 4.1notice provisions contained in ss.2.5(a)(ii); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not . The Agent shall notify the Agent of its election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.5

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days' ’ prior written notice of such election, and such conversion shall only which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect to such Eurodollar Rate Loanany Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four three (3) Eurodollar Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 11:00 a.m. on any one timeBusiness Day; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Following receipt of such notice from the Borrower, Agent shall promptly notify each Bank of such request by Borrower. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the terms notice provisions contained in §2.5(a)(ii) and (ii) in the case of Section 4.1Eurodollar 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 Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Base Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Prime Rate Loan is less than three (3) Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Prime Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (a) The Borrower 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 Type and such Loan shall thereafter bear interest as a Base Rate Loan continuation or a Eurodollar Rate Loanconversion, as applicable; provided that (i) with respect to any such -------- conversion of a Eurodollar Rate Loan to a Base Rate LoanLoans to Eurodollar Loans must be in a minimum amount of $1,000,000 or integral multiples of $100,000 in excess thereof, the Borrower shall give the Agent at least three Business Days' prior written notice (ii) any conversion of such election, Eurodollar Loans to Base Rate Loans must be in a minimum amount of $1,000,000 or multiples of $100,000 in excess thereof and such (iii) any continuation or conversion of Loans being maintained as Eurodollar Loans shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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 Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by or, with respect to any conversion, upon the Borrower with payment of any amounts owing pursuant to Section 4.5 as a result of such conversion. Each such Notice of Term Loan Continuation/Conversion shall specify: (a) the terms of Section 4.1; provided that no Eurodollar Rate Loan may Term Borrowing or Portion thereof to be continued as or converted; (b) with respect to any conversion of the Loans comprising such when Term Borrowing, the type of Loans into which such Loans are to be converted; (c) the amount to be continued or converted and the duration of any Default applicable Interest Period; and (d) the date of continuation or conversion. Upon receipt of such notice, the Administrative Agent shall promptly notify each Term Lender of the details thereof. (b) In the event the Company fails to give a Notice of Term Loan Continuation/Conversion in respect of Eurodollar Loans comprising any Term Borrowing or Portion thereof, the Company shall be deemed to have requested conversion of the Eurodollar Loans comprising such Term Borrowing or Portion thereof to Base Rate Loans on the last day of the then current Interest Period applicable thereto. (c) Anything herein to the contrary notwithstanding, in the event that an Event of Default has occurred and is continuing, but shall no Base Rate Loans may be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LoanEurodollar Loans and all Term Loans then being maintained as Eurodollar Loans shall, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (if such Event of Default is continuing on such date), be converted to Base Rate Loans.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Libor Rate Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or any outstanding Base Rate Loan to a Eurodollar Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Libor Rate Loan to a Base Rate Loan (or a continuation of a Base Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Libor Business Days' ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar 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 four Eurodollar three (3) Libor Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at Agent by 11:00 a.m. on any one timeLibor Business Day; and (iii) provided that no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such Type upon the expiration of an the Interest Period with respect thereto as set forth in §2.5(c) or by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(ii); provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Floating Rate Loan, such Loan shall be automatically converted to (or continued as) a Base Libor Rate Loan having a 1-month Interest Period at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b), and no Floating Rate Loan shall be automatically converted to or continued as a Libor Rate Loan, if, after giving effect thereto there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Credit Loan to a Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to into a Base Rate LoanCredit Loan of another Type, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (ii) with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written Lender 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 no later than 12:00 noon (Boston time) two (2) LIBOR Business Days prior to the making proposed date of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one timeconversion; and (iii) no Credit Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Any notice of conversion shall be in the form of EXHIBIT C, annexed hereto. All or any part of the outstanding Outstanding Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no (x) partial conversion conversions shall result in a Base Rate Loan be in an aggregate aggre gate 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 1,000,000 in excess thereof and (y) no more than five (5) Interest Periods for Credit Loans 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 are LIBOR Rate Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may bebe outstanding at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Credit Loan of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided PROVIDED that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Lender active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent Lender of its the Borrower's election hereunder under Section 2.10(b) with respect to any Credit Loan, such Credit Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to (S)2.6(b) and (S)2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a 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 Bank Lender shall take, to the extent it deems it necessary to do so, 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 All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in (S)2.6 (a) ; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to or continued as a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to (S)2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to (S)2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to (S)2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.6(b) and §2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of The Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $2,000,000 (unless the aggregate outstanding principal amount of Loans is less than $2,000,000) or an integral multiple of $500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.6 (a) ; provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Rate Loan pursuant to §2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a) or elect to continue a LIBOR Rate Loan pursuant to §2.6(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.6(b) and §2.6(d) with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of The Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in §2.6(a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a LIBOR Rate Loan pursuant to §2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a) or elect to continue a LIBOR Rate Loan pursuant to §2.6(b) if, after giving effect thereto, there would be greater than four (4) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than four (4) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a 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 and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' , prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to 2.6(b) and 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a 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 Bank shall take, to the extent it deems it necessary to do so, 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 All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in 2.6 (a) ; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to 2.6(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) 4.1.1. The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type 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 Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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 Bank shall take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) 4.1.2. Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) 4.1.3. In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four three (3) 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 eight (5) 8) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a 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 PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate a 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 Lender shall take, to the extent it deems it necessary to do so, 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 Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Eurodollar Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1; provided PROVIDED that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Eurodollar Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a 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 Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to § 2.6(b) and § 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Agent at least four three (3) 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 (5) Eurodollar Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of Agent shall promptly notify the outstanding Loans Lenders of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $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 $100,000such request received. On the date on which such conversion is being made, each Bank Lender shall take, to the extent it deems it necessary to do so, take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $1,000,000 (unless the aggregate outstanding principal amount of Loans is less than $1,000,000) or an integral multiple of $500,000 in excess thereof and shall be irrevocable by the Borrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1notice provisions contained in § 2.6 (a); provided that no Eurodollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of Agent active upon Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod and the Base Rate shall remain in effect with respect thereto until such time as Borrower upon not less than three (3) Business Days' prior written notice to Agent shall elect to convert the interest rate on all or a portion of the outstanding principal balance of such Loan from the Base Rate to one or more LIBOR Rate Loan in accordance with this § 2.6. (d) Borrower may not request a LIBOR Rate Loan pursuant to § 2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to § 2.6(a) or elect to continue a LIBOR Rate Loan pursuant to § 2.6(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.