Common use of Conversions Clause in Contracts

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender at least one Business Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender at least three Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof).

Conversions. (a) The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more Standby Loans of the same or any other Type and with any Interest Period (if applicable) by delivering (by hand delivery or telecopier) a request for such Conversion in the form of Exhibit A-6 to the Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to the date of any proposed Conversion into a Eurodollar Advances to Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Advances by giving the Loan. The Administrative Agent shall give each Lender at least one Business Day’s prior irrevocable prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such electionConversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided(C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, that any (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such conversion Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Advances shall only Standby Loans may be made Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period thereforthis subsection in respect of any Standby Loans, in each case by giving the Lender at least three Business Days’ prior irrevocable notice of such electionStandby Loans shall, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the then existing Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”therefor, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted toautomatically Convert into, or continued remain as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar Advance, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof)remain as, as the case may be, ABR Loans.

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) l. convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) m. continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”"NOTICE OF CONVERSION") shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the then current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Federal Fund Advances by giving the Lender Bank at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, provided that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Federal Fund Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which that are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”"NOTICE OF CONVERSION") shall be substantially in the form of Exhibit “D”E, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 paragraph in whole or in part, provided that the amount to be converted to, or continued as, each a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof paragraph 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Federal Fund Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Federal Fund Advances shall be automatically continued as ABR Federal Fund Advances and all each Eurodollar Advances Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender Bank by applying the proceeds of the its new ABR Federal Fund Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article paragraphs 4 hereofor 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one two Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto, except as otherwise provided in Section 3.6(c). In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and Advances, (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, and (iii) Alternate Currency Loans to new Alternate Currency Loans in the same applicable Currency by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Euro Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances, Eurodollar Advances to new Eurodollar Advances or Alternate Currency Loans to new Alternate Currency Loans shall only be made on a Euro Business Day and and, except as otherwise provided in Section 3.6(c), any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances or Alternate Currency Loans to new Alternate Currency Loans, as the case may be, shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar AdvanceAlternate Currency Loans, as the case may be, which are to be converted to such new Eurodollar Advances or such new Alternate Currency Loans, as the case may be. Each such notice shall be irrevocable and shall be promptly confirmed by delivery to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes Administrative Agent of Article 4 hereof).a

Conversions. (a) The Administrative Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving the Lender Administrative Agent at least one (1) Business Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided, provided that any such conversion of Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such converted LIBOR Advance under Section 3.5. In addition, the Administrative Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar LIBOR Advances and (ii) continue Eurodollar LIBOR Advances as new Eurodollar Advances LIBOR Advances, in each case by selecting a new Interest Period therefor, in each case therefor and by giving the Lender Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar LIBOR Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such continuation of Eurodollar LIBOR Advances as new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be continued as such new Eurodollar LIBOR Advances, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such continued LIBOR Advance under Section 3.5. Each such notice (each a “Notice of Continuation/Conversion”) shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, or email by the delivery to Administrative Borrower. The Administrative Agent shall promptly provide the Lender Lenders with notice of a Notice of Conversion manually signed by the Borrower)each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar LIBOR Advance, shall equal or exceed the Minimum Borrowing Amount. (b) Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed by the Administrative Agent, upon the occurrence and during the continuance of an Event of Default, the Administrative Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar LIBOR Advance or to continue any existing Eurodollar LIBOR Advance as a new Eurodollar LIBOR Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar LIBOR Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable to such Eurodollar LIBOR Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar LIBOR Advance, as the case may be, to the its Advances (or portion thereof) being converted or continued (it being understood that any such conversion or continuation shall not constitute a new borrowing for purposes of Article 4 hereof4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $2,000,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.4 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of if an Event of DefaultDefault has occurred and is continuing and the Administrative Agent, at the Borrower request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Advance may be converted to or continued as a Eurodollar Advance and (ii) unless repaid, each Eurodollar Advance shall have no right be converted to elect to convert any existing an ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on at the last day end of the Interest Period applicable to such Eurodollar Advancethereto. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).. - 33 - Credit Agreement ----------------

Conversions. (a) The Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving submitting a duly executed Notice of Conversion to the Lender Bank at least one Business Day’s Day prior irrevocable notice of to such election, which notice shall be irrevocable, specifying the amount to be converted, provided, that PROVIDED THAT any such conversion of Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar LIBOR Advances and (ii) continue Eurodollar LIBOR Advances as new Eurodollar Advances by selecting a new Interest Period thereforLIBOR Advances, in each case by giving the Lender Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar LIBOR Advances as to new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be continued as converted to such new Eurodollar LIBOR Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that PROVIDED THAT the amount to be converted to, or continued as, each Eurodollar to a LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.2 hereof 2.5(a) and having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal the Minimum Amountbe $500,000 or a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one three Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion con version of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five three Business Days, by the delivery to the Lender Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article Section 4 hereofor 5).

Conversions. (a) 1. The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert a. ABR Advances to Eurodollar Advances and (ii) continue b. Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $1,000,000 or such amount PLUS a whole multiple of $100,000 in excess thereof. (b) 2. Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) 3. Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The A Borrower may elect from time to time to convert one or more of its Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount Advance to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the a Borrower may elect from time to time to convert its (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Lender Agent of a Notice of Conversion manually signed by the applicable Borrower). The Agent shall promptly provide the applicable Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, by a Borrower to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made to such Borrower on such date in accordance with Section 2.2 hereof 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the no Borrower shall have no any right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying reflecting the proceeds Type of Loan from the Advance being converted to the new ABR Advance or Eurodollar Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes borrowing. Each conversion of Article 4 hereof)an Advance does not reflect a repayment of the converted Advance or an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s prior irrevocable notice of such election, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans and the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans, the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by the delivery by facsimile of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the A or B (as applicable) Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar AdvanceAdvance with respect to the Revolving Credit A or B (as applicable) Loans, when aggregated with any Eurodollar Advance to be made on such date with respect to such Revolving Credit Loans in accordance with Section 2.2 hereof 2.5 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each A or B (as applicable) Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) continue or to convert Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each The Agent shall promptly provide the Lenders with notice of any such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable election. ABR Advances and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Eurodollar Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount conversions of ABR Advances to be converted toEurodollar Advances, or continued as, each Eurodollar Advance, when aggregated with any Advances to new Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar AdvanceAdvances, shall equal the Minimum Amountbe in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement Section to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance may be converted to a Eurodollar Advance, and no Eurodollar Advance may be converted to a new Eurodollar Advance Advance, if a Default or Event of Default has occurred and is continuing either (i) at the time the Borrower shall notify the Agent of its election to continue any existing Eurodollar Advance as a new Eurodollar Advanceconvert or (ii) on the requested Conversion Date. In such event, all such ABR Advances Advance shall be automatically continued as an ABR Advances and all Advance or such Eurodollar Advances Advance shall be automatically converted to an ABR Advances Advance on the last day of the Interest Period applicable to such Eurodollar Advance. If an Event of Default shall have occurred and be continuing, the Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or otherwise) that all, or such lesser amount as the Required Lenders shall designate, of the outstanding Eurodollar Advances shall be automatically converted to ABR Advances, in which event such Eurodollar Advances shall be automatically converted to ABR Advances on the date such notice is given. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by the delivery by facsimile of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.5 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. Do not delete. This will not print. Schedule anchor. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender at least one Business Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such each conversion of Eurodollar Advances an Advance shall be for minimum aggregate amounts and whole multiples in excess thereof as are specified in respect of that type of Advance in this Article 2; (b) an Advance by way of Bankers’ Acceptance may be converted only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar relevant Contract Period; if less than all Advances by selecting a new Interest Period thereforway of Bankers’ Acceptances are converted, after the conversion not less than Cdn$[DELETION] [Amount deleted for confidentiality reasons] shall remain as Advances by way of Bankers’ Acceptance; (c) an Advance by way of SOFR Loan in each case by giving the Lender at least three Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to US$ may be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to relevant Contract Period; if less than all Advances by way of SOFR Loan in US$ are converted, after the Eurodollar Advances which are to be continued conversion not less than US$[DELETION] [Amount deleted for confidentiality reasons] shall remain as such new Eurodollar Advances. Each such notice an Advance by way of a SOFR Loan in US$; (each a “Notice of Conversion”d) shall be substantially notwithstanding any other term in the form of Exhibit “D”this Agreement, shall be irrevocable and shall be given by facsimile (confirmed promptly, and no Advance denominated in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances currency may be converted or continued pursuant into an Advance denominated in any other currency; (e) a conversion into an Advance by way of SOFR Loan shall require 3 Business Days’ notice and shall only be made to this Section 3.3 in whole or in part, provided the extent that the amount conditions outlined in Section 3.17 shall not exist on the relevant Conversion Date; LEGAL_39694004.1 - 42 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (f) a conversion into an Advance by way of Bankers’ Acceptance shall require 2 Business Days’ notice and shall only be made to the extent that the conditions outlined in Section 2.11(10) shall not exist on the relevant Conversion Date; and (g) no Default or Event of Default shall have occurred and be converted to, continuing on the relevant Conversion Date or continued as, each Eurodollar Advance, when aggregated with any Eurodollar after giving effect to the conversion of the Advance to be made on such date in accordance with the Conversion Date. Notwithstanding the foregoing provisions of this Section 2.2 hereof 2.13, and having the same Interest Period as such first Eurodollar Advancesubject to Section 10.2, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an if a Default or Event of DefaultDefault has occurred and is continuing on the last day of a Contract Period, as regards a Bankers’ Acceptance or SOFR Loan, the Borrower shall be deemed to have no right to elect given notice to convert any existing ABR the Advance (a) in the case of a Bankers’ Acceptance, into a Prime Loan in an amount equal to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances the face amount of the Bankers’ Acceptance on the last day of the Interest Period applicable to such Eurodollar Advance. Contract Period, and (cb) Each conversion or continuation shall be effected by in the Lender by applying case of a SOFR Loan into a USBR Loan on the proceeds last day of the new ABR Advance or Eurodollar Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof)Contract Period.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”,) shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofArticles 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Federal Fund Advances by giving the Lender Bank at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, provided that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Federal Fund Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which that are to be continued as such new Eurodollar Advances. Each such notice (each a “"Notice of Conversion”") shall be substantially in the form of Exhibit “D”E, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 paragraph in whole or in part, provided that the amount to be converted to, or continued as, each a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof paragraph 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Federal Fund Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Federal Fund Advances shall be automatically continued as ABR Federal Fund Advances and all each Eurodollar Advances Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender Bank by applying the proceeds of the its new ABR Federal Fund Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article paragraphs 4 hereofor 6).

Conversions. (a) The Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving submitting a duly executed Notice of Conversion to the Lender Bank at least one Business Day’s Day prior irrevocable notice of to such election, which notice shall be irrevocable, specifying the amount to be converted, provided, that PROVIDED THAT any such conversion of Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar LIBOR Advances and (ii) continue Eurodollar LIBOR Advances as new Eurodollar Advances by selecting a new Interest Period thereforLIBOR Advances, in each case by giving the Lender Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar LIBOR Advances as to new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be continued as converted to such new Eurodollar LIBOR Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that PROVIDED THAT the amount to be converted to, or continued as, each Eurodollar to a LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.2 hereof 2.5(a) and having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal the Minimum Amountbe $500,000 or a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon Upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period applicable to such Eurodollar AdvancePeriod. (c) Each conversion or continuation shall be effected by the Lender Bank by applying the proceeds of the new ABR Advance or Eurodollar LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any converted. Any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof)Section 6. (d) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”"NOTICE OF CONVERSION") shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount.ir- (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofArticles 4, 5 or 6).

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be convertedconvened, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”"NOTICE OF CONVERSION") shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that PROVIDED THAT the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofArticles 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) continue or to convert Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three two Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such conversion notice (each a “Notice of Conversion”) shall must be substantially delivered to the Agent prior to 12:00 noon, in the form case of Exhibit “D”, shall be irrevocable and shall be given by facsimile (confirmed promptlyconversions to Eurodollar Advances, and 11:00 A.M., in any event within five the case of conversions to ABR Advances, on the Business Days, Day required by this Section for the delivery of such notices to the Lender Agent. The Agent shall promptly provide the Lenders with notice of a Notice of Conversion manually signed by the Borrower)any such election. ABR Advances and Eurodollar Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount conversions of ABR Advances to be converted toEurodollar Advances, or continued as, each Eurodollar Advance, when aggregated with any Advances to new Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar AdvanceAdvances, shall equal the Minimum Amountbe in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar Advance, as the case may be, to the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereof).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, Advances specifying the amount to be so converted or continued and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $2,500,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofArticles 4, 5 or 6). (d) Competitive Bid Loans may not be converted.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Base Rate Advances by giving the Lender Administrative Agent at least one three (3) Business Day’s Days prior irrevocable notice of such election, specifying the amount to be converted, provided, provided that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Base Rate Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three (3) Business Days’ Days prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying (i) the amount to be so converted or continued and the initial Interest Period relating theretothereto and (ii) provided, provided Loans consisting of Eurodollar Advances shall be limited to not more than twelve (12) different maturities at any time, provided, further that any such conversion of ABR Base Rate Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “"Notice of Conversion”") shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five (5) Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Borrowing Amount. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Base Rate Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Base Rate Advances shall be automatically continued as ABR Base Rate Advances and all Eurodollar Advances shall be automatically converted to ABR Base Rate Advances on the last day of the current Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Base Rate Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing Borrowing for purposes of Article 4 hereofArticles 4, 5 or 6).

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”"NOTICE OF CONVERSION") shall be substantially in the form of Exhibit “D”C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofArticles 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Lender Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as converted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of a Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender Administrative Agent at least one Business Day’s 's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances as to new Eurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Lender Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, to Eurodollar Advances, Advances specifying the amount to be so converted or continued and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation conversion of Eurodollar Advances as to new Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the Eurodollar Advances which are to be continued as con verted to such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by facsimile the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such elec tion. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, con verted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof 2.3 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal the Minimum Amountno less than $2,500,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower Bor rower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue convert any existing Eurodollar Advance as to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by the each Lender by applying the proceeds of the its new ABR Advance or Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Article 4 hereofSections 4, 5 or 6). (d) Competitive Bid Loans may not be converted.