Common use of Conversions Clause in Contracts

Conversions. (a) After the Seventh Amendment Effective Date, any Lender may elect in a written notice to the Administrative Agent and the Borrower, in their sole discretion, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Option.

Conversions. (a) After Provided no Default or Event of Default shall exist, the Seventh Amendment Effective Date, any Lender Borrower may elect in from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a written notice duly executed Notice of Conversion to the Administrative Agent and the BorrowerBank at least one Business Day prior to such election, in their sole discretionwhich notice shall be irrevocable, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent specifying the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loansto be converted, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood provided that any such repayment conversion of LIBOR Advances shall not only be subject 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 LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section 2.18 in whole or in part, provided that the amount to be treated as converted to a prepayment for LIBOR Advance, when aggregated with any purpose)LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Each Conversion Option Provided no Default or Event of Default shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise exist, the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Revolving Credit 2 Commitments and/or Interest Rate Protection Product, such portion of the Term B-2 LoansLoan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Any Loans so Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted will to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be allocated between Base Rate Loans and Eurodollar Loans (andeffected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, in as the case of Eurodollar Loansmay be, with to the same allocation among Interest PeriodsAdvances (or portion thereof) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such timebeing converted. Any Lender exercising such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Conversion Option referenced above 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 deemed automatically converted to have waived any amounts owing to it pursuant to Section 2.21 an ABR Advance at the expiration of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Optionits Interest Period.

Conversions. Any Borrower shall have the right, with respect to: (ai) After any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the Seventh Amendment Effective applicable Borrower shall, on such Conversion Date, any Lender may elect make the payments required by Section 4.6 hereof, if any, in a either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent and the Borrower, in their sole discretion, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no a Conversion Option shall become effective unless each Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise Reference Rate Loan as of the Conversion Option with respect related LIBOR Conversation Date pursuant to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (cSection 3.3(d) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (andhereof unless, in the case of Eurodollar Loansany such Borrowing of a Reference Rate Loan, with the same allocation among Interest Periods) on applicable Borrower provides notice in the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at related Request for Borrowing that they elect not to convert such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion OptionReference Rate Loan into a LIBOR Loan.

Conversions. (a) After Each Dollar Revolving Loan Borrower shall have the Seventh Amendment Effective Dateoption to convert, on any Lender Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may elect not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a written notice to greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent and at the BorrowerNotice Office, in their sole discretionprior to 4:00 p.m. (New York time), to convert all of their at least three Business Days’ prior notice (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectivelyeach, a “Conversion OptionNotice of Conversion”); provided that) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Borrower pays any fee Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such converting Lender in consideration proposed conversion affecting any of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the its Dollar Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option Alternate Currency Revolving Loan Borrower shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that be entitled: (i) no Conversion Option to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall become effective unless each pay the proceeds of such Lender’s Affiliates Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and Affiliated Funds holding provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Credit 2 Commitments and/or Term B-2 Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans exercise the Conversion Option are obtained in accordance with respect to such Revolving Credit 2 Commitments and/or Term B-2 LoansSection 1, Schedule III and any other applicable provisions of this Agreement. (c) Any Mandatory conversions of Bankers’ Acceptance Loans so converted will be allocated between Base into Canadian Prime Rate Loans and Eurodollar Loans (and, shall be made in the case of Eurodollar Loanscircumstances, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred extent, provided in connection with clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the exercise maturity date of the Conversion Optionrespective Bankers’ Acceptance Loan.

Conversions. (a) After Borrower may from time to time elect to designate all or any portion of the Seventh Amendment Effective Date, any Lender may elect in a written notice to the Administrative Agent and the Borrower, in their sole discretion, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 outstanding Loans (collectivelywhether Fluctuating Rate Loans or existing LIBOR Loans) as a "Tranche" which after such election shall consist of one or more outstanding Loans with an identical LIBOR Fixed Rate and LIBOR Interest Period. Without the consent of Lender, Borrower may not make such an election during the continuance of a “Conversion Option”); provided thatDefault hereunder, and Borrower may make such an election with respect to an outstanding LIBOR Loan only if such election will take effect at or after the Borrower pays any fee to any such converting Lender in consideration termination of the exercise LIBOR Interest Period applicable thereto. Each election by Borrower to designate a Tranche shall: (i) be in writing by means of a Conversion OptionElection Notice appropriately completed and executed by Borrower; (ii) specify the aggregate amount of the outstanding Line of Credit Loans which Borrower elects to designate as a Tranche, the first day of the LIBOR Interest Period which is to apply thereto, and the length of such fee LIBOR Interest Period; and (iii) be received by Lender not later than 10:00 a.m., Central time, three (3) Business Days prior the first day of the specified LIBOR Interest Period. Each Conversion Election Notice shall be irrevocable. Borrower may not make any conversion election which does not specify a LIBOR Interest Period complying with the definition of LIBOR Interest Period in Section 1 hereof, and the aggregate amount of the Tranche elected in any Conversion Election Notice must be in a minimum amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof. Each Tranche shall be deemed a LIBOR Loan and subject to all provisions of this Agreement governing LIBOR Loans. If Borrower shall not exceed 75 basis points. Upon have given notice in accordance with Section 2.1(d) of its election to refinance the effectiveness of any Conversion Option, Tranche prior to the Revolving Credit 2 Loans end of the Lender exercising LIBOR Interest Period in effect for such Conversion Option Tranche, then Borrower shall convert to Revolving Credit 1 Loans; provided that (x) to unless such Tranche is repaid at the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans end of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (bLIBOR Interest Period) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing given notice to it pursuant Lender of an election to Section 2.21 refinance such Tranche with a Fluctuating Rate Loan and shall thereafter be subject to all provisions of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Optiongoverning Fluctuating Rate Loans.

Conversions. (a) After During the Seventh Amendment Effective Dateperiod beginning on the date hereof and ending on May 10, any 2015 (the “Extension Period”), Lender may elect in a written notice to shall have the Administrative Agent and the Borrower, in their sole discretion, right to convert all up to $150,000.00 of their the outstanding balance of the Note into shares of Debtor’s common stock (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a the “Conversion OptionShares”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Lender may elect to make such a conversion (each, a “Conversion”) by delivering a conversion notice in substantially the form attached hereto as Exhibit A to Debtor (“Conversion Option Notice”). Debtor agrees to deliver Conversion Shares on or prior to the date that is three (3) business days after delivery of a Conversion Notice (the “Delivery Deadline”). For the avoidance of doubt, Debtor further agrees that it will honor any Conversion Notice delivered during the Extension Period, even if delivered on the final day thereof. When a Conversion Notice or other notice hereunder is deemed to be delivered shall become effective upon Borrowerbe governed by the terms of Section 7.8 of the Purchase Agreement. (c) The conversion price per share (the “Conversion Price”) for each Conversion shall be the lower of (i) $0.25, and (ii) 75% of the lowest daily volume weighted average price per share of Debtor’s and Administrative Agentcommon stock (as reported by Bloomberg, L.P.) during the five (5) business days immediately prior to the date of the applicable Conversion. Notwithstanding the foregoing, the Conversion Price shall be subject to a conversion floor of $0.15 per share (the “Conversion Floor”). If Lender submits a Conversion Notice with a Conversion Price less than the Conversion Floor, then Debtor shall, within two (2) business days of Lender’s written acknowledgement or receipt delivery of such Lender’s Conversion Notice, notify Lender in writing of its election to exercise either (i) pay the conversion amount in cash, or (ii) waive the Conversion OptionFloor and deliver the Conversion Shares. On or prior to the Delivery Deadline, Debtor shall pay the aggregate Conversion Price in cash or deliver the applicable Conversion Shares, as the case may be. If Debtor fails to deliver a notice as required pursuant to this Section 4(c), then Debtor shall be deemed to have elected to have waived the Conversion Floor and will be required to deliver the applicable Conversion Shares on or before the Delivery Date. (d) If Debtor elects or is deemed to have elected to deliver Conversion Shares and fails to deliver Conversion Shares on or prior to the Delivery Deadline, a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Conversion Share Value (as defined below) rounded to the nearest multiple of $100.00 will be assessed for each day after the Delivery Deadline until Conversion Share delivery is made; and such late fee will be added to the outstanding balance of the Note (such fees, the “Conversion Delay Late Fees”), provided, however, that in no event will the cumulative amount of any Conversion Delay Late Fees for each Conversion exceed 100% of the applicable Conversion Share Value. For illustration purposes only, if Lender delivers a Conversion Notice to Debtor pursuant to which Debtor is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Deadline such Conversion Shares have a Conversion Share Value of $20,000.00 (iassuming a Closing Trade Price on the Delivery Deadline of $0.20 per share of common stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) no would be added to the outstanding balance of the Note until such Conversion Option shall become effective unless each Shares are delivered to Lender. For purposes of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise this example, if the Conversion Option with respect Shares are delivered to such Revolving Credit 2 Commitments and/or Term B-2 Loans. Lender twenty (c20) Any Loans so converted will days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be allocated between Base Rate Loans and Eurodollar Loans added to the outstanding balance would be $10,000.00 (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time20 days multiplied by $500.00 per day). Any Lender exercising If the Conversion Option referenced above shall Shares are delivered to Lender one hundred (100) days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) added to the extent such Breakage Amount is incurred in connection with outstanding balance of the exercise Note would be $20,000.00 (100 days multiplied by $500.00 per day, but capped at 100% of the Conversion OptionShare Value). For purposes of this Amendment, “Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the volume weighted average price per share on the applicable Delivery Deadline.

Conversions. The Borrower may from time to time Convert any Standby Loan (aor portion thereof) After of any Type and with any Interest Period (if applicable) to one or more Standby Loans of the Seventh Amendment Effective Date, same or any Lender may elect other Type and with any Interest Period (if applicable) by delivering (by hand delivery or telecopier) a request for such Conversion in a written notice the form of Exhibit A-6 to the Administrative Agent no later than (i) 11:00 A.M. on the third Business Day prior to the date of any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., on the Borrowerday of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender 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 Conversion, in their sole discretion(B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to convert all be Converted, (C) Type of their Standby Loans to which such Standby Loans (1or portions thereof) Revolving Credit 2 Commitmentsare proposed to be Converted, (D) initial Interest Period, if any, to Revolving Credit 1 Commitments be applicable to the Standby Loans resulting from such Conversion and (2E) Term B-2 Loans, if any, to Term B-1 aggregate amount of Standby Loans (collectivelyor portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, a “Conversion Option”); provided that, if unless the Borrower pays any fee to any such converting reimburses each Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent 2.15 for all losses or expenses incurred by such Breakage Amount is incurred Lender in connection with such Conversion. If the exercise Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, 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 OptionRequest that has been timely given, to select the 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 remain as, as the case may be, ABR Loans.

Conversions. The applicable Borrower(s) shall have the right, with respect to: (ai) After the Seventh Amendment Effective any Reference Rate Loan, on any Business Day (a “SOFR Conversion Date, any Lender may elect in a written notice to the Administrative Agent and the Borrower, in their sole discretion”), to convert all of their such Reference Rate Loan to a SOFR Loan; (1ii) Revolving Credit 2 Commitmentsany SOFR Loan, on any Business Day (a “Reference Rate Conversion Date”) to convert such SOFR Loan to a Reference Rate Loan; (iii) any Daily Simple RFR Loan in Dollars, on any Business Day (a “Term SOFR Conversion Date”), to convert such Daily Simple RFR Loan in Dollars to a Term SOFR Loan; and (iv) any Term SOFR Loan, on any Business Day (a “Daily Simple SOFR Conversion Date”), to convert such Term SOFR Loan to a Daily Simple RFR Loan in Dollars; provided that the applicable Borrower(s) shall, on such SOFR Conversion Date, Reference Rate Conversion Date, Term SOFR Conversion Date or Daily Simple SOFR Conversion Date, make the payments required by Section 4.5 hereof, if any, to Revolving Credit 1 Commitments and in any such case, by giving the Administrative Agent written notice at the Agency Services Address (2) Term B-2 Loanswhich notice may be via fax or electronic mail, or by telephone, if any, to Term B-1 Loans confirmed in writing promptly thereafter) substantially in the form of Exhibit G attached hereto (collectively, a “Conversion OptionNotice”); provided that, if the Borrower pays any fee to any ) of such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that selection no later than 2:00 p.m. at least either (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 three (3) RFR Business Days of the effectiveness of the prior to such SOFR Conversion OptionDate or such Term SOFR Conversion Date, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and or (y) one (1) RFR Business Day prior to such Reference Rate Conversion Date or such Daily Simple SOFR Conversion Date, as applicable. Each Conversion Notice shall be effective upon notification thereof to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Administrative Agent. Each Conversion Option Notice shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement be revocable, provided that the Borrowers shall indemnify each Lender against any loss or receipt expense (other than loss of margin or spread) actually incurred by such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (andeither directly or indirectly, in the case of Eurodollar Loans, accordance with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Option4.6 hereof.

Conversions. (a) After Each Dollar Revolving Loan Borrower shall have the Seventh Amendment Effective Dateoption to convert, on any Lender Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may elect not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a written notice to greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent and at the BorrowerNotice Office, in their sole discretionprior to 2:00 p.m. (New York time), to convert all of their at least three Business Days’ prior notice (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectivelyeach, a “Conversion OptionNotice of Conversion”); provided that) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Borrower pays any fee Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such converting Lender in consideration proposed conversion affecting any of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the its Dollar Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option Alternate Currency Revolving Loan Borrower shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that be entitled: (i) no Conversion Option to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall become effective unless each pay the proceeds of such Lender’s Affiliates Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and Affiliated Funds holding provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Credit 2 Commitments and/or Term B-2 Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans exercise the Conversion Option are obtained in accordance with respect to such Revolving Credit 2 Commitments and/or Term B-2 LoansSection 1, Schedule III and any other applicable provisions of this Agreement. (c) Any Mandatory conversions of Bankers’ Acceptance Loans so converted will be allocated between Base into Canadian Prime Rate Loans and Eurodollar Loans (and, shall be made in the case of Eurodollar Loanscircumstances, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred extent, provided in connection with clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the exercise maturity date of the Conversion Optionrespective Bankers’ Acceptance Loan.

Conversions. The U.S. Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (aother than Swingline Loans which may not be converted pursuant to this Section 2.7) After made pursuant to one or more Borrowings (so long as of the Seventh Amendment Effective Datesame Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, any Lender provided that, (i) except as otherwise provided in Section 2.11(b), LIBOR Loans may elect be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.7 shall result in a written notice to greater number of Borrowings of Fixed Rate Loans than is permitted under Section 2.2. Each such conversion shall be effected by the U.S. Borrower by giving the Administrative Agent and at the Borrower, Notice Office prior to 1:00 P.M. (New York City time) (Noon (New York City time) in their sole discretion, to convert all the case of their clause (1y) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2below) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that at least (x) to in the extent that such Lender’s Revolving Credit 1 case of conversions of Base Rate Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 into LIBOR Loans, it shall, within 5 three Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall Days’ prior notice and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar conversions of LIBOR Loans into Base Rate Loans, with the same allocation among Interest Periods) notice on the same basis as date of such conversion (each, a “Notice of Conversion/Continuation”), in each case in the corresponding Revolving Credit 1 form of Exhibit J, appropriately completed to specify the Loans and Term B-1 Loans outstanding at such time. Any Lender exercising to be so converted, the Conversion Option referenced above shall be deemed to have waived any amounts owing to it Borrowing or Borrowings pursuant to Section 2.21 which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of this Agreement (“Breakage Amount”) to the extent any such Breakage Amount is incurred in connection with the exercise proposed conversion affecting any of the Conversion Optionits Dollar Denominated Loans.

Conversions. (a) After Each Dollar Revolving Loan Borrower shall have the Seventh Amendment Effective Dateoption to convert, on any Lender Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may elect not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a written notice to greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent and at the BorrowerNotice Office, in their sole discretionprior to 2:00 p.m. (New York time), to convert all of their at least three Business Days’ prior notice (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectivelyeach, a “Conversion OptionNotice of Conversion”); provided that) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Borrower pays any fee Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such converting Lender in consideration proposed conversion affecting any of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the its Dollar Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option Alternate Currency Revolving Loan Borrower shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that be entitled: (i) no Conversion Option to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall become effective unless each pay the proceeds of such Lender’s Affiliates Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and Affiliated Funds holding provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Credit 2 Commitments and/or Term B-2 Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans exercise the Conversion Option are obtained in accordance with respect to such Revolving Credit 2 Commitments and/or Term B-2 LoansSection 1, Schedule III and any other applicable provisions of this Agreement. (c) Any Mandatory conversions of Bankers’ Acceptance Loans so converted will be allocated between Base into Canadian Prime Rate Loans and Eurodollar Loans (and, shall be made in the case of Eurodollar Loanscircumstances, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred extent, provided in connection with clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the exercise maturity date of the Conversion Optionrespective Bankers’ Acceptance Loan.

Conversions. (a) After Each US Borrower shall have the Seventh Amendment Effective Dateoption to convert, on any Lender may elect in Business Day, all or a written notice portion equal to at least the Administrative Agent and Minimum Borrowing Amount of the Borrower, in their sole discretion, outstanding principal amount of US Revolving Loans made pursuant to convert all one or more Borrowings of their (1) one or more Types of US Revolving Credit 2 Commitments, if any, to Loans into a Borrowing of another Type of US Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”)Loan; provided that, if (a) except as otherwise provided in Section 2.10(b), US LIBOR Loans may be converted into Base Rate Loans only on the Borrower pays any fee to any such converting Lender in consideration last day of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) an Interest Period applicable to the extent that US Revolving Loans being converted and no such Lender’s Revolving Credit 1 partial conversion of LIBOR Loans are shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loansthe Minimum Borrowing Amount applicable thereto, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, (c) unless the Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (c) shall no longer be applicable ), prior to the 60th day following the Effective Date, conversions of Base Rate Loans into US LIBOR Loans may only be made if any such conversion is effective on the first day of the first or second Interest Period referred to in clause (B) of Section 2.01(a)(ii) and so long as such conversion does not result in a greater number of Borrowings of LIBOR Loans prior to the 60th day after the Initial Borrowing Date than are permitted under Section 2.01(a)(ii), (d) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of US LIBOR Loans than are permitted under Section 2.02 and (e) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan. Each Conversion Option such conversion shall become effective upon Borrower’s and be effected by the respective US Borrower by giving the Administrative Agent’s written acknowledgement or receipt of such Lender’s election Agent at the Notice Office prior to exercise the Conversion Option; provided, however, that 11:00 A.M. (New York City time) at least (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar conversions of Base Rate Loans into US LIBOR Loans, with three Business Days’ prior notice and (ii) in the same allocation among Interest Periods) on case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the same basis as form of Exhibit A-2, appropriately completed to specify the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising to be so converted, the Conversion Option referenced above shall be deemed to have waived any amounts owing to it Borrowing or Borrowings pursuant to Section 2.21 which such Revolving Loans were incurred and, if to be converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of this Agreement (“Breakage Amount”) to the extent any such Breakage Amount is incurred in connection with the exercise proposed conversion affecting any of the Conversion Optionits Revolving Loans.

Conversions. The Borrower may from time to time Convert any Loan (aor portion thereof) After of any Type and with any Interest Period (if applicable) to one or more Loans of the Seventh Amendment Effective Date, same or any Lender may elect other Type and with any Interest Period (if applicable) by delivering (by hand delivery or telecopier) a request for such Conversion in a written notice the form of Exhibit B to the Administrative Agent no later than (i) 11:00 A.M. on the third Business Day prior to the date of any proposed Conversion into a Eurodollar Loan and (ii) 11:00 A.M., on the Borrowerday of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender 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 Conversion, in their sole discretion(B) Type of, and Interest Period, if any, applicable to, the Loans (or portions thereof) proposed to convert all be Converted, (C) Type of their Loans to which such Loans (1or portions thereof) Revolving Credit 2 Commitmentsare proposed to be Converted, (D) initial Interest Period, if any, to Revolving Credit 1 Commitments be applicable to the Loans resulting from such Conversion and (2E) Term B-2 aggregate amount of Loans (or portions thereof) proposed to be Converted. No Eurodollar Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Loans, if anysuch Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such 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 Term B-1 Loans (collectively, a “Conversion Option”); provided that, if select the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness duration of any Conversion Option, the Revolving Credit 2 Interest Period for Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Converted into Eurodollar Loans, with the same allocation among Interest Periods) such Loans shall, on the same basis last day of the then existing Interest Period therefor, automatically Convert into Eurodollar 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 Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Optioncase may be, ABR Loans.

Conversions. The Borrower(s) shall have the right, with respect to: (ai) After any Alternate Base Rate Loan, on any Business Day (a “LIBOR RateTerm SOFR Conversion Date”), to convert such Alternate Base Rate Loan to a LIBOR Rate Loan; and (ii) any LIBOR Rate Loan in DollarsTerm SOFR Loan; (ii) any Alternate Base Rate Loan, on any Business Day (a “Daily Simple SOFR Conversion Date”) to convert such Alternate Base Rate Loan to a Daily Simple SOFR Loan; and (iii) any Term SOFR Loan or Daily Simple SOFR Loan, on any Business Day (an “Alternate Base Rate Conversion Date”) to convert such LIBOR Rate LoanTerm SOFR Loan or Daily Simple SOFR Loan, as applicable, to an Alternate Base Rate Loan; provided that the Seventh Amendment Effective Borrower(s) shall, on such Alternate Base Rate Conversion Date, any Lender may elect make the payments required by Section 4.5, if any; in a either case, by giving the Administrative Agent written notice at the Agency Services Address substantially in the form of Exhibit F attached hereto (a “Conversion Notice”) of such selection no later than at least either (x)11:00 a.m. (New York time) three (3) Business Days prior to such LIBOR RateTerm SOFR Conversion Date, or (y) 1:00 p.m. (New York time) one (1) Business Day prior to such Daily Simple SOFR Conversion Date or Alternate Base Rate Conversion Date, as applicable; provided, further that, in the case of any Conversion Notice relating to an Alternate Base Rate Conversion Date, should the Administrative Agent receive less than one (1) Business Day’s notice thereof, the Administrative Agent will make commercially reasonable best efforts to permit the related LIBOR RateTerm SOFR Loan to be converted to an Alternate Base Rate Loan on the date of such request, so long as it is received by the Administrative Agent on a Business Day and otherwise complies with the terms of this Credit Agreement. Each Conversion Notice shall be effective upon notification thereof to the Administrative Agent and the Borrower, in their sole discretion, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Optionirrevocable.

Conversions. The applicable Borrower(s) shall have the right, with respect to: (ai) After the Seventh Amendment Effective any Reference Rate Loan, on any Business Day (a “SOFR Conversion Date, any Lender may elect in a written notice to the Administrative Agent and the Borrower, in their sole discretion”), to convert all of their such Reference Rate Loan to a SOFR Loan; (1ii) Revolving Credit 2 Commitmentsany SOFR Loan, on any Business Day (a “Reference Rate Conversion Date”) to convert such SOFR Loan to a Reference Rate Loan; (iii) any Daily Simple RFR Loan in Dollars, on any Business Day (a “Term SOFR Conversion Date”), to convert such Daily Simple RFR Loan in Dollars to a Term SOFR Loan; and (iv) any Term SOFR Loan, on any Business Day (a “Daily Simple SOFR Conversion Date”), to convert such Term SOFR Loan to a Daily Simple RFR Loan in Dollars; provided that the applicable Borrower(s) shall, on such SOFR Conversion Date, Reference Rate Conversion Date, Term SOFR Conversion Date or Daily Simple SOFR Conversion Date, make the payments required by Section 4.5 hereof, if any, to Revolving Credit 1 Commitments and in any such case, by giving the Administrative Agent written notice at the Agency Services Address (2) Term B-2 Loanswhich notice may be via fax or electronic mail, or by telephone, if any, to Term B-1 Loans confirmed in writing promptly thereafter) substantially in the form of Exhibit G attached hereto (collectively, a “Conversion OptionNotice”); provided that, if the Borrower pays any fee to any ) of such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that selection no later than 2:00 p.m. at least either (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 three (3) RFR Business Days of the effectiveness of the prior to such SOFR Conversion OptionDate or such Term SOFR Conversion Date, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and or (y) one (1) RFR Business Day prior to such Reference Rate Conversion Date or such Daily Simple SOFR Conversion Date, as applicable. Each Conversion Notice shall be effective upon notification thereof to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Administrative Agent. Each Conversion Option Notice shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement be revocable, provided that the Borrowers shall indemnify each Lender against any loss or receipt expense (other than loss of margin or spread) actually incurred by such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (andeither directly or indirectly, in the case of Eurodollar Loans, accordance with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such timeSection 4.6 hereof. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Option.USActive 58236919.3 -44-

Conversions. (a) After During the Seventh Amendment Effective Dateperiod beginning on March 10, any 2015 and ending on July 31, 2015 (the “Extension Periods”), Lender may elect in a written notice to shall have the Administrative Agent and the Borrower, in their sole discretion, right to convert all up to $450,000.00 of their the outstanding balance of the Note into shares of Debtor’s common stock (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a the “Conversion OptionShares”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Lender may elect to make such a conversion (each, a “Conversion”) by delivering a conversion notice in substantially the form attached hereto as Exhibit A to Debtor (“Conversion Option Notice”). Debtor agrees to deliver Conversion Shares on or prior to the date that is three (3) business days after delivery of a Conversion Notice (the “Delivery Deadline”). For the avoidance of doubt, Debtor further agrees that it will honor any Conversion Notice delivered during the Extension Period, even if delivered on the final day thereof. When a Conversion Notice or other notice hereunder is deemed to be delivered shall become effective upon Borrowerbe governed by the terms of Section 7.8 of the Purchase Agreement. (c) The conversion price per share (the “Conversion Price”) for each Conversion shall be the lower of (i) $0.25, and (ii) 75% of the lowest daily volume weighted average price per share of Debtor’s and Administrative Agentcommon stock (as reported by Bloomberg, L.P.) during the five (5) business days immediately prior to the date of the applicable Conversion. Notwithstanding the foregoing, the Conversion Price shall be subject to a conversion floor of $0.15 per share (the “Conversion Floor”). If Lender submits a Conversion Notice with a Conversion Price less than the Conversion Floor, then Debtor shall, within two (2) business days of Lender’s written acknowledgement or receipt delivery of such Lender’s Conversion Notice, notify Lender in writing of its election to exercise either (i) pay the conversion amount in cash, or (ii) waive the Conversion OptionFloor and deliver the Conversion Shares. On or prior to the Delivery Deadline, Debtor shall pay the aggregate Conversion Price in cash or deliver the applicable Conversion Shares, as the case may be. If Debtor fails to deliver a notice as required pursuant to this Section 5(c), then Debtor shall be deemed to have elected to have waived the Conversion Floor and will be required to deliver the applicable Conversion Shares on or before the Delivery Date. (d) If Debtor elects or is deemed to have elected to deliver Conversion Shares and fails to deliver Conversion Shares on or prior to the Delivery Deadline, a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Conversion Share Value (as defined below) rounded to the nearest multiple of $100.00 will be assessed for each day after the Delivery Deadline until Conversion Share delivery is made; and such late fee will be added to the outstanding balance of the Note (such fees, the “Conversion Delay Late Fees”), provided, however, that in no event will the cumulative amount of any Conversion Delay Late Fees for each Conversion exceed 100% of the applicable Conversion Share Value. For illustration purposes only, if Lender delivers a Conversion Notice to Debtor pursuant to which Debtor is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Deadline such Conversion Shares have a Conversion Share Value of $20,000.00 (iassuming a Closing Trade Price on the Delivery Deadline of $0.20 per share of common stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) no would be added to the outstanding balance of the Note until such Conversion Option shall become effective unless each Shares are delivered to Lender. For purposes of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise this example, if the Conversion Option with respect Shares are delivered to such Revolving Credit 2 Commitments and/or Term B-2 Loans. Lender twenty (c20) Any Loans so converted will days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be allocated between Base Rate Loans and Eurodollar Loans added to the outstanding balance would be $10,000.00 (and, in the case of Eurodollar Loans, with the same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time20 days multiplied by $500.00 per day). Any Lender exercising If the Conversion Option referenced above shall Shares are delivered to Lender one hundred (100) days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) added to the extent such Breakage Amount is incurred in connection with outstanding balance of the exercise Note would be $20,000.00 (1 00 days multiplied by $500.00 per day, but capped at 100% of the Conversion OptionShare Value). For purposes of this Amendment, “Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the volume weighted average price per share on the applicable Delivery Deadline.

Conversions. (a) After the Seventh Amendment Effective DateSo long as no Default or Event of Default shall have occurred and be continuing, any Lender may elect in a written notice and subject to the Administrative Agent additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the option to (i) convert at any time all or a portion, equal to at least the Minimum Borrowing Amount and multiples thereof, of any outstanding (A) Prime Rate Loan to a Eurodollar Loan, or (B) Eurodollar Loan to a Prime Rate Loan, subject to payment of Eurodollar Loan breakage costs in accordance with Section 1.10(b) if such conversion is made prior to the expiration of the Eurodollar Interest Period applicable thereto, or (ii) continue all or any portion of any Loan as a Eurodollar Loan upon the expiration of the applicable Eurodollar Interest Period and the Borrower, in their sole discretion, to convert all succeeding Eurodollar Interest Period of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if that continued Loan shall commence on the Borrower pays any fee to any such converting Lender in consideration last day of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans Eurodollar Interest Period of the Lender exercising such Conversion Option shall convert Loan to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loansbe continued, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option partial conversion of Eurodollar Loans shall become effective unless each reduce the outstanding principal amount of such Lender’s Affiliates Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 (ii) no conversion pursuant to this Section 1.6 shall result in a greater number of Borrowings of Eurodollar Loans exercise than is permitted under Section 1.3(b). Any such election must be made by 11:00 a.m. (New York time) on the Conversion Option third (3rd) Business Day prior to (1) the end of each Eurodollar Interest Period with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and any Eurodollar Loans to be continued as such, or (and, 2) the date on which Co-Borrowers wish to convert any Prime Rate Loan to a Eurodollar Loan for a Eurodollar Interest Period designated by Co-Borrowers in such election or (3) the case of date on which Co-Borrowers wish to convert any Eurodollar Loans, Loan to a Prime Rate Loan. If no election is received with the same allocation among Interest Periodsrespect to a Eurodollar Loan by 11:00 a.m. (New York time) on the same basis as third (3rd) Business Day prior to the corresponding Revolving Credit 1 Loans end of the Eurodollar Interest Period with respect thereto (or if a Default or an Event of Default shall have occurred and Term B-1 Loans outstanding at such time. Any Lender exercising be continuing or the Conversion Option referenced above additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that Eurodollar Loan shall be deemed converted to have waived any amounts owing to it pursuant to Section 2.21 a Prime Rate Loan at the end of this Agreement its Eurodollar Interest Period. Cigar, on behalf of the Co-Borrowers, must make such election by written notice (“Breakage Amount”a "Notice of Conversion/Continuation") to Administrative Agent in the extent such Breakage Amount is incurred in connection with the exercise form of the Conversion OptionExhibit 1.6.

Conversions. The Company (on behalf of all applicable Borrowers) shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans of one Type owing by a Borrower pursuant to a Borrowing under a Facility into a Borrowing by such Borrower under the same Facility of the other Type of Loans which can be made hereunder, PROVIDED that: (a) After either (i) all Loans made by all Borrowers pursuant to a Borrowing under the Seventh Amendment Effective Datesame Facility shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, any Lender may elect in and if such Loans are converted into Eurodollar Loans there shall be a written notice single Interest Period applicable to such Loans; or (ii) a fixed proportion of all Loans made by all Borrowers pursuant to a Borrowing under the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (iii) if permitted by the Administrative Agent and the BorrowerAgent, acting in their sole discretion, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of its reasonable discretion and taking into account the number of Borrowings consisting of Eurodollar Loans which will be outstanding hereunder, a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness fixed proportion or Dollar amount of any Conversion OptionLoans made by a Borrower pursuant to a Borrowing under the same Facility, conforming to the Revolving Credit 2 Loans Minimum Borrowing Amount, shall be converted into a Borrowing of the Lender exercising other Type of Loans which can be made pursuant to such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that Facility, and if such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 converted into Eurodollar Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay there shall be a single Interest Period applicable to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose).Loans; (b) Each Conversion Option no partial conversion of a Borrowing of Eurodollar Loans shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt reduce the outstanding principal amount of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Eurodollar Loans exercise the Conversion Option with respect made pursuant to such Revolving Credit 2 Commitments and/or Term B-2 Loans.Borrowing to less than the Minimum Borrowing Amount applicable thereto; (c) Any any conversion of Eurodollar Loans so converted will be allocated between Base into Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans; (d) Prime Rate Loans may only be converted into Eurodollar Loans (andif no Default under section 10.1(a) or Event of Default is in existence on the date of the conversion unless the Required Tranche A Lenders, in the case of Tranche A Loans, or the Required Tranche B Lenders, in the case of Tranche B Loans, otherwise agree; and (e) Borrowings of Eurodollar Loans resulting from this section 2.8 shall conform to the requirements of section 2.1(d). Each such conversion shall be effected by the Company (on behalf of any applicable Borrower) giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (local time at such Notice Office), at least three Business Days' (or prior to 11:00 A.M. (local time at such Notice Office) same Business Day's, in the case of a conversion into Prime Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the form of Exhibit B-2, specifying the name of the applicable Borrower, the Loans to be so converted and the Facility under which such Loans were incurred, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, with the same allocation among Interest Periods) on Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. For the same basis as avoidance of doubt, the corresponding Revolving Credit 1 prepayment or repayment of any Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it pursuant to Section 2.21 of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise out of the Conversion Optionproceeds of other Loans by a Borrower is not considered a conversion of Loans into other Loans.

Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans made pursuant to one or more Borrowings of one or more Types of Term Loans into a Borrowing of another Type of Term Loan, provided that, (ai) After except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the Seventh Amendment Effective Datelast day of an Interest Period applicable to the Term Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, any Lender (ii) unless the Required Lenders otherwise agree, Base Rate Loans may elect only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, and (iii) no conversion pursuant to this Section 2.06 shall result in a written notice to greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent and at the Borrower, in their sole discretion, Notice Office prior to convert all of their 11:00 A.M. (1New York City time) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2) Term B-2 Loans, if any, to Term B-1 Loans (collectively, a “Conversion Option”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that at least (x) to in the extent that such Lender’s Revolving Credit 1 case of conversions of Base Rate Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 into LIBOR Loans, it shall, within 5 three Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall Days’ prior notice and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar conversions of LIBOR Loans into Base Rate Loans, with one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the same allocation among form of Exhibit A-2, appropriately completed to specify the Term Loans to be so converted, the Borrowing or Borrowings pursuant to which such Term Loans were incurred and, if to be converted into LIBOR Loans, the Interest Periods) on Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Term Loans. If the same basis as the corresponding Revolving Credit 1 Borrower requests a conversion to LIBOR Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall in any Notice of Conversion/Continuation but fails to specify an Interest Period, it will be deemed to have waived any amounts owing to it pursuant to Section 2.21 specified an Interest Period of this Agreement (“Breakage Amount”) to the extent such Breakage Amount is incurred in connection with the exercise of the Conversion Optionone month.

Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Loans made pursuant to one or more Borrowings (aso long as of the same Tranche) After of one or more Types of Loans into a Borrowing (of the Seventh Amendment Effective Datesame Tranche) of another Type of Loan, any Lender provided that, (i) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBOR Loans may elect in be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a written single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the Borrowercontinuance of a Significant Event of Default, in their sole discretionBase Rate Loans may only be converted into LIBOR Loans, to convert all of their (1) Revolving Credit 2 Commitments, if any, to Revolving Credit 1 Commitments and (2iii) Term B-2 Loans, if any, no conversion pursuant to Term B-1 this Section 2.07 shall result in a greater number of Borrowings of LIBOR Loans (collectively, a “Conversion Option”); provided that, if than is permitted under Section 2.02. Each such conversion shall be effected by the Borrower pays any fee giving the Administrative Agent at the Notice Office prior to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that 1:00 p.m. (New York City time) at least (x) to in the extent that such Lender’s Revolving Credit 1 case of conversions of Base Rate Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 into LIBOR Loans, it shall, within 5 three Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall Days’ prior notice and (y) to the extent the amount of Revolving Credit 1 Loans of such Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Option shall become effective upon Borrower’s and Administrative Agent’s written acknowledgement or receipt of such Lender’s election to exercise the Conversion Option; provided, however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loans and Eurodollar Loans (and, in the case of Eurodollar conversions of LIBOR Loans into Base Rate Loans, with one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the same allocation among Interest Periods) on form of Exhibit H, appropriately completed to specify the same basis as Term Loans to be so converted, the corresponding Revolving Credit 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the Conversion Option referenced above shall be deemed to have waived any amounts owing to it Borrowing or Borrowings pursuant to Section 2.21 which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of this Agreement (“Breakage Amount”) to the extent any such Breakage Amount is incurred in connection with the exercise proposed conversion affecting any of the Conversion Optionits Loans.