Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loan or Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be (A) no more than twelve (12) Revolving Credit LIBOR Rate Loans outstanding at any one time and (B) no more than ten (10) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate principal amount of less than $1,000,000 500,000 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit Loan or Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1§4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan of the Outstanding Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section this §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Prime Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' , prior written notice of such election; (ii) with respect to any such conversion of a LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to §2.4(b) and §2.4(d) hereof with respect to any such conversion of a Base Prime Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' , prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Facility Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in §2.4(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower’s account have actual knowledge. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to §2.4(a) or elect to continue a LIBOR Loan pursuant to §2.4(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Loans outstanding. Any Loan Request for a LIBOR Loan that would create greater than five (5) LIBOR Loans outstanding shall be deemed to be a Conversion Request for a Prime Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Eurodollar Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrowers Borrower shall give the Agent at least four LIBOR three (3) Business Days' ’ prior written notice of such election and election, which such notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at Agent by 10:00 a.m. on any one timeBusiness Day; and (iiiii) no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(i); provided that no LIBOR Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanRevolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a LIBOR Rate Loan with an Interest Period of one (1) month.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Term Loans from Base Rate Loans to a Loan of another Type LIBOR Rate Loans or vice versa and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan, Loan there shall be no more than ten twelve (1012) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $1,000,000 500,000 or a Term LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1§4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

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

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

Conversion Options. (a) The Borrowers Borrower or any Regular Subsidiary Borrower may elect from time to time to convert LIBOR Loans in Dollars under any outstanding Loan Revolving Facility to a Loan of another Type ABR Loans under such Revolving Facility, and may elect from time to time to convert ABR Loans in Dollars under any Revolving Facility to LIBOR Loans under such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanFacility, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrowers shall give the Administrative Agent at least three Business Days' ’ prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof andhowever, after giving effect to the making of such Loan, there shall be no more than ten that (10i) LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, continuing without the Agent shall notify each consent of the Banks thereofAdministrative Agent and (ii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Rate Loan Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of less than $2,000,000 5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of each Loan the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be in an integral multiple of not less than $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers5,000,000. (b) Any Loan LIBOR Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower or the Regular Subsidiary Borrowers with the terms notice provisions contained in the definition of Section 4.1; Interest Period, provided that no LIBOR Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate an ABR Loan on the last day of the last Interest Period relating thereto ending during for which a LIBOR Rate was determined by the continuance Administrative Agent on or prior to the Administrative Agent’s obtaining knowledge of any such Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent No conversion or continuation of their election hereunder with respect to any Loan, such Loan Revolving Credit Loans under any Revolving Facility shall be automatically converted made pursuant to a Base Rate Loan at this subsection 2.10 if, after giving effect to such conversion or continuation the end amount of the applicable Interest PeriodAvailable Facility A-1 Commitments, the Available Facility A-2 Commitments, the Available Facility B Commitments, the Available Facility C Commitments or the Available Facility D Commitments, as the case may be, would be negative. (d) Conversions of Revolving Credit Loans in any currency to another currency shall be made by repaying such Revolving Credit Loans and reborrowing in such other currency in compliance with the provisions hereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (4) Business Days' Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least four (4) LIBOR Business Days' Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; conversion and (iiiiv) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of Section 4.1notice provisions contained in §2.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LoanRevolving Credit Loan which is a LIBOR Rate Loan as such, such the affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrowers may not request or elect a LIBOR Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loan). Any Completed Revolving Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be deemed to be a Completed Revolving Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000. With respect to any Loan denominated in an Alternative Currency, the Borrowers shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (and with respect to any such LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1§4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan of any Class to a Loan of the same Class but of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Applicable Percentage of such Loans Loans, as applicable, to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date for the applicable Class of Loans, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan continued at the end of the applicable Interest Period as a LIBOR Rate Loan with a one (1) month Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent and (iv) no Alternative Currency Loan shall notify each of the Banks thereofbe converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default (except for a LIBOR Rate Loan denominated in an Alternative Currency which, during the continuance of a Default, shall continue as a LIBOR Rate Loan with an Interest Period of one (1) month, and during the continuance of an Event of Default, shall be converted to an Alternate Rate Loan). (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (except for a LIBOR Rate Loan denominated in an Alternative Currency which, if Borrower shall be precluded from obtaining a LIBOR Rate Loan, shall be converted to an Alternate Rate Loan). Notwithstanding anything to the contrary contained herein, a LIBOR Rate Loan denominated in an Alternative Currency may be continued in the same Interest Period or converted to a different Interest Period in accordance with this §4.1 in an amount equal to the same number of units of the relevant Currency for which such LIBOR Rate Loan was initially made regardless of whether the principal amount of such Loan as of such date of continuation or conversion is less than $1,000,000.00.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof thereof, and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000 or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan Advance to a Loan an Advance of another Type and such Loan Advance shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrowers Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrowers Borrower shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan Advance so converted shall be in a minimum aggregate amount of $2,000,000 100,000.00 or an integral multiple of $100,000 1,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than ten five (105) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that subject to the aggregate principal amount of each Loan shall be in an integral multiple of $100,000foregoing limits. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans Advance to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the BorrowersBorrower. (b) Any Loan Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.15.3; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loanoutstanding Advance, such Loan Advance shall be automatically converted to a Base Rate Loan Advance at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time by delivering a Conversion Request in the form of Exhibit L to convert all or a portion of any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a an Alternate Base Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least three (3) Business Days' Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such thereto unless the Borrower pays the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be500,000 in excess thereof. Each Conversion Request relating to the conversion of a Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in §2.6(a) or (c); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LoanLIBOR Rate Loan as such, such the affected LIBOR Rate Loan shall automatically be automatically converted to continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as a Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to convert a Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a), elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued a LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than three (3) LIBOR Rate Loans then outstanding. Any Loan Request for a LIBOR Rate Loan that would create greater than three (3) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Alternate Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four two (2) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to continued as a Base LIBOR Rate Loan for the same Interest Period (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, in which case the Interest Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable) at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may Borrower may, in the case of Revolving Loans and Term Loans, elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable written notice of such election substantially in the form of the notice attached as Schedule 2.10 (the “Notice of Conversion/Extension”). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a LIBOR any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent continuing and (ii) partial conversions shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than (A) in the case of Revolving Loans, $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as 500,000 in excess thereof and (B) in the case may be. Each Conversion Request relating to of the conversion Term Loan, $2,000,000 or a whole multiple of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers$1,000,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, unless otherwise agreed to by all Lenders there shall be no more than ten six (106) LIBOR Rate Loans outstanding Interest Periods relating to portions of the Loan in effect at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four two (2) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) Revolving Credit LIBOR Rate Loans, two (2) Term A LIBOR Rate Loans and two (2) Term B LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Term Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the applicable Revolving Credit Maturity Date, Term Loan A Maturity Date or Term Loan B Maturity Date in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would be precluded from obtaining a LIBOR Rate Loan, it shall be converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a LIBOR Rate Loan with an Interest Period of one (1) month; provided that if a Default or Event of Default has occurred and is continuing, such Loan shall be converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR SOFR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR SOFR Rate Loan to a Base Rate Loan or, if applicable, any such conversion of a SOFR Rate Loan that is a Term SOFR Loan to a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three two (2) Business Days' Days prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR SOFR Rate Loan that is a Term SOFR Loan, or (Y) the applicable Interest Payment Date with respect to any such SOFR Rate Loan that is a Daily Simple SOFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than twelve (12) SOFR Rate Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan of any Type or, if applicable, any such conversion of a SOFR Rate Loan that is a Daily Simple SOFR Loan to a Term SOFR Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such Daily Simple SOFR Loan), the Borrowers Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least four LIBOR two (2) Business Days' Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof Minimum Loan Amount and, after giving effect to the making of such Loan, there shall be no more than ten twelve (1012) LIBOR SOFR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR SOFR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Loan Base Rate Loan in an aggregate a principal amount of less than $1,000,000 the applicable Minimum Loan Amount or a LIBOR Revolving Credit SOFR Rate Loan or a Term Loan SOFR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each applicable Minimum Loan shall be in an integral multiple of $100,000Amount. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR SOFR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any SOFR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term SOFR Loan) or following the Interest Payment Date with respect thereto (for a Daily Simple SOFR Loan) by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR SOFR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault (for a Term SOFR Loan) or on the next Interest Payment Date occurring during the continuance of any Default or Event of Default (for a Daily Simple SOFR Loan)t. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to (i) any Term SOFR Loan, such Loan shall be automatically continued as a Term SOFR Loan with the same Interest Period (unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date or Term Loan C Maturity Date, as applicable, in which case the Interest Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date or Term Loan C Maturity Date, as applicable) at the end of the applicable Interest Period, or (ii) any Daily Simple SOFR Loan, such Loan shall be automatically continued as a Daily Simple SOFR Loan; provided that if a Default or Event of Default has occurred and is continuing, such Term SOFR Loan or Daily Simple SOFR Loan, as the case may be, shall be converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (for a Term SOFR Loan) or on the next Interest Payment Date (for a Daily Simple SOFR Loan).

Conversion Options. (a) The Borrowers Companies may elect, subsequent to seven days from the Closing Date and from time to time thereafter, (i) to request any loan made hereunder to be a Eurodollar Loan as of the date of such loan or (ii) to convert Chase Rate Loans to Eurodollar Loans, and may elect from time to time to convert any outstanding Loan Eurodollar Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Chase Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give Loans by giving the Agent at least three (3) Business Days' prior written irrevocable notice of such election, and provided that any such conversion of Eurodollar Loans to Chase Rate Loans shall only be made made, subject to the second following sentence, on the last day of the an Interest Period with respect thereto. Should the Companies elect to such LIBOR convert Chase Rate Loan; (ii) with respect Loans to any such conversion of a Base Rate Loan to a LIBOR Rate LoanEurodollar Loans, the Borrowers it shall give the Agent at least four Working Days' prior irrevocable notice of such election. If the last day of an Interest Period with respect to a loan that is to be converted to a Eurodollar Loan is not a Working Day, then such conversion shall be made on the next succeeding Business Day or Working Day, as the case may be, and during the period from such last day of an Interest Period to such succeeding Business Day or Working Day, as the case may be, such loan shall bear interest as if it were an Chase Rate Loan. All or any part of outstanding Chase Rate Loans then outstanding with respect to Revolving Loans and Term Loans may be converted to Eurodollar Loans as provided herein, provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or more. Upon the Companies' election of conversion to a Eurodollar Loan, the Companies shall specify a one, two, three or six month LIBOR period and shall pay the Agent a $500.00 processing fee upon the date of each such election. (b) Any Eurodollar Loans may be continued as such upon the expiration of an Interest Period, provided the Companies so notify the Agent, at least three (3) Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making expiration of such Loansaid Interest Period, there shall be and provided further that no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Eurodollar Loan may be converted into a LIBOR Rate Loan when continued as such upon the occurrence of any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuingunder this Agreement, but shall be automatically converted to a Base an Chase Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any which occurred such Default or Event of Default. Each notice of election, conversion or continuation furnished by the Companies pursuant hereto shall specify whether such election, conversion or continuation is for a one, two, three or six month period. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower or any Subsidiary Borrower may elect from time to time to convert any outstanding Loan LIBOR Loans in Dollars to a Loan of another Type ABR Loans, and such Loan shall thereafter bear interest as a Base Rate Loan or a may elect from time to time to convert ABR Loans in Dollars to LIBOR Rate LoanLoans in Dollars, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, by giving the Borrowers shall give the Administrative Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, however, that (i) the principal amount of the Loan so converted shall be Foreign Subsidiary Borrowers may not elect to convert LIBOR Loans in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof andDollars to ABR Loans, after giving effect to the making of such Loan, there shall be no more than ten (10ii) LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, continuing without the Agent shall notify each consent of the Banks thereofAdministrative Agent and (iii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Rate Loan Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of less than $2,000,000 5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of each Loan the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be in an integral multiple of not less than $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers5,000,000. (b) Any Loan LIBOR Loans, FIBOR Loans or PIBOR Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower or the Subsidiary Borrowers with the terms notice provisions contained in the definition of Section 4.1; Interest Period, provided that no LIBOR Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate an ABR Loan on the last day of the last Interest Period relating thereto ending during for which a LIBOR Rate was determined by the continuance Administrative Agent on or prior to the Administrative Agent's obtaining knowledge of any such Default or Event of Default.. 56 50 (c) In the event that the Borrowers do not notify the Agent No conversion or continuation of their election hereunder with respect to any Loan, such Loan Revolving Credit Loans shall be automatically converted made pursuant to a Base Rate Loan at this subsection 2.14 if, after giving effect to such conversion or continuation, (i) the end sum of the applicable Interest PeriodDollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $120,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $225,000,000. (d) Conversions of Revolving Credit Loans in any currency to another currency shall be made by repaying such Revolving Credit Loan and reborrowing in such other currency in compliance with the provisions hereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time by delivering a Conversion Request signed by a Responsible Officer of the Borrower in the form of Exhibit L (or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a an Alternate Base Rate Loan, the Borrowers Borrower shall give the Administrative Agent at least three (3) Business Days' Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, and the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such thereto unless the Borrower pays the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be500,000 in excess thereof. Each Conversion Request relating to the conversion of a an Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. Such request may be given by (A) telephone, or (B) a Conversion Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Conversion Request. (b) Any Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in §2.6(a) or (c); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a an Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LoanLIBOR Rate Loan as such, such the affected LIBOR Rate Loan shall automatically be automatically converted to continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as an Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to convert an Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a), elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued a LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four two (2) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to continued as a Base LIBOR Rate Loan at for the end of same Interest Period (unless such Interest Period shall be greater than the applicable time remaining until the Revolving Credit Maturity Date, Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, in which case the Interest Period.Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity Date,

Conversion Options. (a) The Borrowers may by notice to the Agent in the form of Exhibit I hereto elect from time to time to convert any of the outstanding Loan Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance unless Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than ten (10) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in an aggregate a principal amount of less than $1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000 in excess thereof. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the Borrowers. (b) Any Loan LIBOR Rate Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section § 4.1; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LoanLIBOR Rate Advance, such Loan Advance shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate Loan Advances at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Revolving Credit Base Rate Loan or a Revolving Credit LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a Revolving Credit Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Revolving Credit LIBOR Rate Loan; (ii) with respect to any such conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Term Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no Revolving Credit LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Revolving Credit Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Revolving Credit LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Revolving Credit Base Rate Loan. (d) The Interest Periods in effect immediately prior to the First Amendment Date shall be continued with respect to and be applicable to the Revolving Credit LIBOR Rate Loans as of the First Amendment Date.

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

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Libor Rate Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or any outstanding Base Rate Loan to a LIBOR Libor Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Base Rate Loan (or a continuation of a Base Rate Loan, as provided in §2.5(b)), the Borrowers Borrower shall give the Agent at least three (3) Libor Business Days' ’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a LIBOR Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrowers Borrower shall give the Agent at least four LIBOR three (3) Libor Business Days' ’ prior written notice of such election and election, which notice must be received by the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at Agent by 11:00 a.m. on any one timeLibor Business Day; and (iii) provided that no Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Libor Rate Loans of any Type may be converted to Base Rate Loans and vice versa as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Subject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such Type upon the expiration of an the Interest Period with respect thereto as set forth in §2.5(c) or by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in §2.5(a)(ii); provided that no LIBOR Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Floating Rate Loan, such Loan shall be automatically converted to (or continued as) a Base Libor Rate Loan having a 1-month Interest Period at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b), and no Floating Rate Loan shall be automatically converted to or continued as a Libor Rate Loan, if, after giving effect thereto there would be greater than seven (7) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than seven (7) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00, or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

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

Conversion Options. (a) The Borrowers Borrower and/or the LP may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Domestic Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower and/or the LP, as applicable, shall give the Agent Bank at least four LIBOR three (3) Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default Suspension Event or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereofoccurred. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion conversions shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 50,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be50,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Domestic Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower and/or the LP. (b) Any Loan Revolving Credit Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower and/or the LP, as applicable, with the terms of Section 4.1notice provisions contained in 2.1.8(a); provided that no LIBOR Rate Loan may be continued as such when any Default Suspension Event or Event of Default has occurred occurred, any or all Eurodollar Rate Loans may, at the option of the Bank (in its sole and is continuingabsolute discretion), but shall be automatically automati- cally converted to a Base Domestic Rate Loan Loans bearing interest at the Default Rate either immediately upon such occurrence or on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultthereto. (c) In the event that the Borrowers do Borrower or the LP does not notify the Agent Bank of their its election hereunder with respect to any Revolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Base Domestic Rate Loan at the end of the applicable Interest Period. (d) Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000 or an integral multiple of $100,000 in excess thereof.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Administrative Agent at least three not less than one (1) and not more than five (5) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Administrative Agent at least four no less than three (3) and not more than five (5) LIBOR Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Loan of another Type, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; with respect thereto and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that (i) any partial conversion shall be in an aggregate principal amount of $1,000,000 or a larger integral multiple of $100,000. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. Borrowers and (bii) with respect to LIBOR Rate Loans, there shall be no more than six (6) separate Interest Periods in effect at any one time. Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1notice provisions contained in ss.2.8(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Default of which officers of the event that Administrative Agent active upon the Borrowers do not Borrowers' account have actual knowledge. The Administrative Agent shall notify the Agent of their election hereunder with respect Lenders promptly when any such automatic conversion contemplated by this ss.2.8 is scheduled to any Loan, such Loan occur. Any conversion to or from LIBOR Rate Loans shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $1,000,000 or a Base Rate Loan at the end whole multiple of the applicable Interest Period$100,000 in excess thereof.

Conversion Options. (a) The Borrowers may elect from time to time to convert any of their outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' ’ prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten three (103) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base LIBOR Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000250,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1§4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making conversion of such Loan, there shall be no more than ten four (104) LIBOR Rate Loans outstanding Interest Periods relating to portions of the Loan in effect at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may by notice to the Agent in the form of Exhibit F hereto to elect from time to time to convert any of the outstanding Loan Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three Business Days' Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR Eurodollar Business Days' Days prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of Section 12.1 or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) GBP Loans and Euro Loans may not be converted to a different Type of Loan. The Borrowers Borrower may elect from time to time to convert any outstanding Dollar Loan to a Dollar Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Dollar LIBOR Rate Loan to a Base Prime Rate Loan, the Borrowers Borrower shall give the Agent at least three Business Days' prior written notice of such electionelection no later than 11:00 a.m. (Boston time) on the Business Day prior to the conversion; (ii) with respect to any such conversion of a Dollar LIBOR Loan into a Prime Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to ss.2.6(b) and ss.2.6(d) hereof, with respect to any such conversion of a Base Prime Rate Loan to a Dollar LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect no later than 11:00 a.m. (Boston time) at least two (2) LIBOR Business Days prior to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; conversion and (iiiiv) no Loan may be converted into a Dollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Dollar Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Dollar LIBOR Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Loan Dollar Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by provided that the Borrowers with Borrower shall give the terms Agent written notice of Section 4.1; such election to continue no later than 11:00 a.m. (Boston time) at least two (2) LIBOR Business Days prior to the expiration of the current Interest Period, and provided that no Dollar LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) Default of which the officers of the Agent active upon the Borrower's account have actual knowledge. In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Dollar LIBOR Loan, such Loan shall be automatically converted to a Base Prime Rate Loan at the end of the applicable Interest Period. (c) In the event that the Borrower does not give notice as provided in ss.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loan or Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be (A) no more than ten twelve (1012) Revolving Credit LIBOR Rate Loans outstanding at any one time and (B) no more than eight (8) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate principal amount of less than $1,000,000 500,000 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit Loan or Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to (S)2.6(b) and (S)2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR (4) Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in (S)2.6 (a) ; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to or continued as a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to (S)2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to (S)2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to (S)2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

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

Conversion Options. (a) The Borrowers may elect from time to time by written notice in the form of Exhibit F to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least three four (4) Business Days' Days prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower Representative shall give the Administrative Agent at least four (4) LIBOR Business Days' Days prior written notice of such election and election; (iii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, with respect thereto unless the principal amount of Borrowers pay the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to related LIBOR Breakage Costs at the making time of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; conversion and (iiiiv) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of Section 4.1notice provisions contained in §2.5(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower Representative does not notify the Administrative Agent of their its election hereunder with respect to the continuation of any LoanRevolving Credit Loan which is a LIBOR Rate Loan as such, such the affected LIBOR Rate Loan shall automatically be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrowers may not request or elect a LIBOR Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding (including both Revolving Credit Loans and Term Loans). Any Completed Revolving Loan Request for a LIBOR Rate Loan that would create greater than eight (8) LIBOR Rate Loans outstanding shall be deemed to be a Completed Revolving Loan Request for a Base Rate Loan. (e) The Administrative Agent will use good faith efforts to cause any notice of continuation or conversion delivered under this §2.5 to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such notice is received by the Administrative Agent.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten three (103) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may Borrower may, in the case of Revolving Loans and Term Loan, elect from time to time to convert any outstanding Alternate Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days' prior irrevocable written notice of such election substantially in the form of the notice attached as Schedule 2.10 45 (the "Notice of Conversion/Extension"). If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of another Type and an Interest Period to such succeeding Business Day such Loan shall thereafter bear interest as a if it were an Alternate Base Rate Loan Loan. All or a LIBOR any part of outstanding Alternate Base Rate Loan, Loans may be converted as applicableprovided herein; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent continuing and (ii) partial conversions shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than (A) in the case of Revolving Loans, $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral whole multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as 500,000 in excess thereof and (B) in the case may be. Each Conversion Request relating to of the conversion Term Loan, $2,000,000 or a whole multiple of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers$1,000,000 in excess thereof. (b) Any Loan LIBOR Rate Loans may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of notice provisions contained in Section 4.12.10(a); provided provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, in which case such Loan shall be automatically converted to a an Alternate Base Rate Loan at the end of the applicable Interest PeriodPeriod with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

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

Conversion Options. (a) The Borrowers may elect from time to time to convert all or a portion of any outstanding Revolving Loan to a Revolving Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicableType; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Libor Rate Loan to a Base Rate Loan, the Borrowers shall give the Administrative Agent at least three Business Days' prior written notice of such electionelection on or prior to 10:00 a.m. (Boston time) on the Business Day next preceding the date of the conversion, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Libor Rate LoanLoan unless the Borrowers pay the Administrative Agent for the account of the Lenders the amounts required under Section 4.7; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Libor Rate Loan, the Borrowers shall give the Administrative Agent at least four LIBOR Business Days' prior written notice of such election and election, on or before 10:00 a.m. (Boston time) on the Interest Period requested for such Loanthird Business Day next preceding the date of the conversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or 1,000,000 and in an integral multiple of $100,000 in excess thereof and, after giving effect to the making conversion of such Revolving Loan, there shall be no more than ten five (105) LIBOR Libor Rate Loans having different Interest Periods outstanding at any one time; and (iii) no Revolving Loan may be converted into a LIBOR Libor Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan or a Libor Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Loans to its Domestic Lending Office or its LIBOR Libor Lending Officeoffice, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Libor Rate Loan shall be irrevocable by the Borrowers. The Administrative Agent shall notify the Lenders promptly following its receipt of each Conversion Request. (b) Any Loan All or a portion of any Revolving Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of notice and other provisions contained in Section 4.1; provided PROVIDED that no LIBOR Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Administrative Agent active upon the Borrowers' account have actual knowledge. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this Section 4.1 is scheduled to occur. (c) In the event that the Borrowers do not notify the Administrative Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to into a Base Rate LoanLoan of another Type, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate LoanLoan of another Type, the Borrowers Lead Borrower shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect no later than 12:00 noon (Boston time) three (3) Eurodollar Business Days prior to the making proposed date of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timeconversion; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt Any notice of any such Conversion Requestconversion shall be in the form of Exhibit D, the Agent shall notify each of the Banks thereofannexed hereto. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no (x) partial conversion conversions shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on 500,000.00 in excess thereof and (y) no more than five (5) Interest Periods for Loans which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such are Eurodollar Rate Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may bebe outstanding at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Loan of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1notice provisions contained in ss.2.11(a); provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrowers' account have actual knowledge. The Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this ss.2.11(b) is scheduled to occur. (c) In the event that the Borrowers do not notify the Agent of their the Borrowers' election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan of any Class to a Loan of the same Class but of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate SOFR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Term SOFR Loan to a Base Rate Loan or Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanTerm SOFR Loan unless the Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan or Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan, the Borrowers Borrower shall give the Agent at least four LIBOR three (3) Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple 1,000,000 and minimum increments of $100,000 250,000 in excess thereof andthereof, after giving effect to the making of such Loan, there shall be no more than ten eight (10) LIBOR Rate 8) Term SOFR Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate SOFR Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Class and Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a LIBOR Rate SOFR Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,0001,000,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Applicable Percentage of such Loans Loans, as applicable, to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan shall be irrevocable by the BorrowersBorrower. (b) Any Term SOFR Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Term SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date of the applicable Class of Loans, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Term Loans to a Term Loan of another Type and such Loan Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten two (102) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00, or a LIBOR Rate Loan or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan of the Outstanding Loans of any Class to a Loan of the same Class but of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan, a Daily Simple SOFR Loan or a LIBOR Rate Term SOFR Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Term SOFR Loan to a Base Rate Loan or a Daily Simple SOFR Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanTerm SOFR Loan unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan or a Daily Simple SOFR Loan to a LIBOR Rate Term SOFR Loan or any continuation of a Term SOFR Loan, the Borrowers Borrower shall give the Agent at least four LIBOR three (3) Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the Class and principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Term SOFR Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate SOFR Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request; ; and (iv) unless otherwise specified herein, no conversion from a Term SOFR Loan to a Base Rate Loan or a Daily Simple SOFR Loan may be made other than at the Agent shall notify each end of the Banks thereofapplicable Interest Period. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Daily Simple SOFR Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Term SOFR Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate SOFR Loan or a continuation of a SOFR Loan shall be irrevocable by the BorrowersBorrower. (b) Any Term SOFR Loan of any Class may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section this §4.1; provided that no LIBOR Rate Term SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Term SOFR Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a Term SOFR Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Parent Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Parent Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Parent Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Parent Borrower shall give the Agent at least four two (2) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000. With respect to any Revolving Credit Loan denominated in an Alternative Currency, the Parent Borrower shall also notify Agent (in connection with the required notices above) of any requested change to such denomination (whether to Dollars or to another Alternative Currency). For the avoidance of doubt, subject to §4.6(b), all Revolving Credit Loans denominated in an Alternative Currency shall be Revolving Credit LIBOR Rate Loans. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersParent Borrower. For purposes of this §4.1(a), the words “executed,” “signed,” “signature,” “deliver,” “delivery,” and words of like import in or relating to a Conversion/Continuation Request to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Parent Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Parent Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or the Term Loan III Maturity Date or the Term Loan IV Maturity Date, as applicable, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod (and with respect to any such Revolving Credit LIBOR Rate Loan denominated in an Alternative Currency, such Loan shall be continued in the then applicable Alternative Currency).

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,0001,000,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a LIBOR Rate Loan with an Interest Period of one (1) month; provided that if a Default or Event of Default has occurred and is continuing, such Loan shall be converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Loan Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made effective on the last day of the Interest Period with respect to such LIBOR Rate Loan, or on such other date designated by the Borrower in its written notice of such election (provided that, in such event, the Borrower shall pay any losses pursuant to §4.10); (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans (including Term LIBOR Rate Loans) outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, then, so long as no Default or Event of Default shall exist, such Loan shall be automatically converted to automatically, on the last day of the current Interest Period therefore, continue as a Base LIBOR Rate Loan at the end with an Interest Period of the applicable Interest Periodone (1) month.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Term Loans to a Term Loan of another Type and such Loan Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten two (102) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan or a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00, or a LIBOR Rate Loan or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall shall, subject to compliance with the other terms of this Agreement, be automatically converted to a Base Rate Loan at the end of the applicable Interest PeriodPeriod to a Base Rate Loan.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan of the Outstanding Loans of any Class to a Loan of the same Class but of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the Class and principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan of any Class may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section this §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan of the Outstanding Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof 100,000.00 and, after giving effect to the making of such Loan, there shall be no more than ten seven (107) LIBOR Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section this §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one (1) month unless such Interest Period shall be greater than the time remaining until the applicable Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the Borrowers end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.6(b) and ss.2.6(a)(ii); (ii) subject to the further proviso at the end of this ss.2.6(a) and subject to ss.2.6(b) and 2.6(d), with respect to any conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.6(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give received by the Agent at least four LIBOR by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timeDay; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the The Agent shall notify provide each Bank with a copy of the Banks such notice promptly after its receipt thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in ss.2.6(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not . The Agent shall notify the Agent of their election hereunder with respect to Banks promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1§4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.. - 24 -

Conversion Options. (a) The Borrowers may elect from time to time by delivering a Conversion Request in the form of Exhibit L to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a Base Prime Rate Loan, the Borrowers Borrower Representative shall give the Agent at least three (3) Business Days' Days prior written notice of such election; (ii) with respect to any such conversion of a Prime Rate Loan to a Revolving Credit LIBOR Rate Loan, and the Borrower Representative shall give the Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a Revolving Credit LIBOR Rate Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such thereto unless the Borrowers pay the related LIBOR Rate Loan; (ii) with respect to any Breakage Costs at the time of such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiiv) no Revolving Credit Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 2,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be500,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Prime Rate Loan to a Revolving Credit LIBOR Rate Loan shall be irrevocable by the Borrowers. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Revolving Credit LIBOR Rate Loans by compliance by the Borrowers Borrower Representative with the terms of Section 4.1notice provisions contained in ss.2.6(a) or (c); provided that no Revolving Credit LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not . The Agent shall notify the Agent of their election hereunder with respect to Lenders promptly when any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.automatic conversion contemplated by this ss.2.6

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan or LIBOR Rate Loan into a Loan of another Type, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) subject to the further proviso at the end of this section and subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan or a LIBOR Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' prior written notice of such election; (iv) subject to the further proviso at the end of this section and subject to [SECTION] 2.6(b) and [SECTION] 2.6(d) hereof with respect to any such conversion of a Base Rate Loan or a Eurodollar Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such each election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iiiv) no Loan may be converted into a Eurodollar Rate Loan or a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office, its Eurodollar Lending Office or its LIBOR Lending Office, as the case may be. Each All or any part of outstanding Loans of any Type may be converted as provided herein, PROVIDED FURTHER that each Conversion Request relating to the conversion of a Base Loan of another Type to a Eurodollar Rate Loan to a or LIBOR Rate Loan shall be for an amount equal to $600,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in [SECTION] 2.6(a); provided PROVIDED that no Eurodollar Rate Loan or LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.relating

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan to a Loan of another Type by delivering to the Agent a Conversion/Continuation Request and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an 1,000,000 and integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten four (104) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no such partial conversion shall result in a Base Rate Loan in an aggregate a principal amount that is in an integral multiple of $100,000 and not less than $1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in is an integral multiple of $100,000250,000 but not less than $1,000,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made effective on the last day of the Interest Period with respect to such LIBOR Rate Loan, or on such other date designated by the Borrower in its written notice of such election (provided that, in such event the Borrower shall pay any losses pursuant to §4.10); (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In If the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, then, so long as no Default or Event of Default shall exist, such Loan shall be automatically converted to automatically, on the last day of the current Interest Period therefore, continue as a Base LIBOR Rate Loan at the end with an Interest Period of the applicable Interest Periodone month.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent Bank at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent Bank at least four three (3) LIBOR Business Days' prior written notice of such election and election; (iii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, such conversion shall only be made on the last day of the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timewith respect thereto; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided PROVIDED that no any partial conversion shall result in a Base Rate Loan be in an aggregate principal amount of less than $1,000,000 100,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may bethereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan of any Type may be continued as such a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in SECTION 4(a); provided PROVIDED that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Bank active upon the Borrower's account have actual knowledge. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any Loan, such Loan or from LIBOR Rate Loans shall be automatically converted in such amounts and be made pursuant to a Base such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loan at Loans having the end same Interest Period shall not be less than $250,000 or an integral multiple of the applicable Interest Period$50,000 in excess thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt ; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one month when any such Conversion Request, the Agent shall notify each of the Banks thereofDefault has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Revolving Credit Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a Revolving Credit LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1ss.4.1; provided PROVIDED that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one month when any Default or has occurred and is continuing, and no LIBOR Rate Loan may be continued as such for any period of time when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. After a Default or Event of DefaultDefault has been cured, Borrower may convert to or continue any LIBOR Rate Loan as otherwise provided herein. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may by notice to the Agent in the form of Exhibit G hereto elect from time to time to convert any of the outstanding Loan Advances to a Loan Advances of another Type and such Loan Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 250,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than ten (10) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in an aggregate a principal amount of less than $1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000 or an integral multiple of $100,000250,000 in excess thereof. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the BorrowersBorrower. (b) Any Loan LIBOR Rate Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section § 4.1; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLIBOR Rate Advance, such Loan Advance shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate Loan Advances at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrowers Borrower shall give the Agent at least four LIBOR three (3) Eurodollar Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) LIBOR 8) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a LIBOR Eurodollar Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Eurodollar Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Eurodollar Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten eight (10) 8) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided PROVIDED that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such electionelection (a “Conversion/Continuation Request”), and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten three (103) different Interest Periods for LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be250,000.00. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In Subject to the proviso in the preceding clause (b), in the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Term Loans to a Term Loan of another Type and such Loan Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000500,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten four (104) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten three (103) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanLoan unless the Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 500,000 or an integral multiple of $100,000 in excess thereof thereof, and, after giving effect to the making of such Loan, there shall be no more than ten six (106) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request; and (iv) unless otherwise specified herein, no conversion from a LIBOR Rate Loan to a Base Rate Loan may be made other than at the Agent shall notify each end of the Banks thereofapplicable Interest Period. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 500,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 500,000 or an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Base Rate Loan or a continuation of a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten two (102) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt ; and (iv) no Loan may be converted into a LIBOR Rate Loan for an Interest Period of greater than one week when any such Conversion Request, the Agent shall notify each of the Banks thereofDefault has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1ss.4.1; provided PROVIDED that no LIBOR Rate Loan may be continued as such for an Interest Period of greater than one week when any Default or has occurred and is continuing, and no LIBOR Rate Loan may be continued as such for any period of time when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. After a Default or Event of DefaultDefault has been cured, Borrower may convert to or continue any LIBOR Rate Loan as otherwise provided herein. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as with each Bank from a Base Rate Loan or to a LIBOR Rate Loan or from a LIBOR Rate Loan to a Base Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' Days prior written notice Notice of such election; (ii) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loanthereto; (iiiii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' Days prior written notice Notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timeelection; and (iiiiv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank the Banks shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of the outstanding Loans may be converted as provided herein, provided that any partial conversions shall be in an aggregate principal amount of $300,000 or a whole multiple of $100,000 in addition thereto. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Base Rate Loan or LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Notice provisions contained in Section 4.12.1A(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) . In the event that the Borrowers do not notify the Agent of their election hereunder Borrower fails to provide any such Notice with respect to the continuation of any LoanLIBOR Rate Loan as such, then such LIBOR Rate Loan shall be automatically converted to a Base Rate Loan at on the end last day of the applicable first Interest PeriodPeriod relating thereto. (c) Any conversion to or from LIBOR Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $300,000 or a whole multiple of $100,000 in addition thereto. (d) All Loans shall be made on a pro rata basis from each of the Banks.

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

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate LoanType, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, such conversion shall take place automatically at the Borrowers end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in 2.5(b) and 2.5(a)(ii); (ii) subject to the further proviso at the end of this 2.5(a) and subject to 2.5(b) and 2.5(d), with respect to any conversion of a Base Rate Loan to a LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in 2.5(b)), the Borrower shall give the Agent at least three (3) LIBOR Business Days' prior written notice of such election, and which such conversion shall only notice must be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give received by the Agent at least four LIBOR by 10:00 a.m. on any Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timeDay; and (iii) no Revolving Credit Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the The Agent shall notify provide each Bank with a copy of the Banks such notice promptly after its receipt thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the BorrowersBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such Type upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrowers Borrower with the terms of Section 4.1notice provisions contained in 2.5(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this 2.5(b) is scheduled to occur. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Revolving Credit Loan, such Revolving Credit Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to 2.4, elect to convert a Base Rate Loan to a LIBOR Loan pursuant to 2.5(a) or elect to continue a LIBOR Rate Loan pursuant to 2.5(b) if, after giving effect thereto, there would be greater than five (5) LIBOR Rate Loans then outstanding. Any Revolving Credit Loan Request for a LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 250,000 or an integral multiple of $100,000 10,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten five (105) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 250,000, and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,00010,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1ss.4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Loans to a Loan of another Type and such Loan Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten one (101) LIBOR Rate Loans Loan outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $250,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000250,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least three Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one timethereto; and (iiiiv) no the interest rate applicable to all or any portion of the Term Loan may not be converted into a to an interest rate determined by reference to the LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans the applicable portion of the Term Loan to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Subject to the terms of Section 4.5(c) hereof, the interest rate applicable to all or any part of the outstanding Term Loan may be converted into a different interest rate as provided herein, provided that (1) any partial conversion shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof and (2) with respect to any portion of the Term Loan bearing interest at a rate per annum determined by reference to the LIBOR Rate, there shall be no more than six (6) separate Interest Periods in effect at any one time. Each Conversion Request relating to the conversion of a Base Rate Loan the interest rate applicable to a LIBOR Rate all or any portion of the Term Loan shall be irrevocable by the BorrowersBorrower. (b) Any The interest applicable to all or any portion of the Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of notice provisions contained in Section 4.14.5(a); provided that no an interest rate determined by reference to LIBOR Rate Loan may not be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a an interest rate determined by reference to the Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which officers of the Agent active upon the Borrower's account have actual knowledge. (c) In Any conversion to or from an interest rate determined by reference to the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan LIBOR Rate shall be automatically converted in such amounts and be made pursuant to a Base Rate Loan at such elections so that, after giving effect thereto, the end aggregate principal amount of that portion of the applicable Term Loan bearing interest at an interest rate based on the LIBOR Rate having the same Interest PeriodPeriod shall not be less than $1,000,000 or an integral multiple thereof.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any the outstanding Loan Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrowers Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, Loan there shall be no more than ten four (104) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section 4.1ss.4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans to a Revolving Credit Loan of another Type and such Loan Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 250,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten six (106) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 250,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 250,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loan Revolving Credit Loans, Term Loans A or Term Loans B to a Revolving Credit Loan, Term Loan A or Term Loan B of another Type and such Loan Revolving Credit Loans, Term Loans A or Term Loans B shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' ’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 1,000,000.00 or an integral multiple of $100,000 100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten nine (109) LIBOR Rate Loans relating to Revolving Credit Loans, or three (3) LIBOR Rate Loans relating to Term Loans A or Term Loans B, respectively, outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans, Term Loans A or Term Loans B of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate a principal amount of less than $1,000,000 1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in an aggregate a principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in 1,000,000.00 or an integral multiple of $100,000100,000.00. On the date on which such conversion is being made, each Bank applicable Lender shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage of such Revolving Credit Loans, Term Loans A or Term Loans B, as applicable, to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers Borrower shall give the Agent at least three one (1) Business Days' Day prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers Borrower shall give the Agent at least four three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making or conversion of such Loan, there shall be no more than ten eight (10) 8) separate Interest Periods applicable to LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowersBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Borrower with the terms of Section ss. 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrowers do Borrower does not notify the Agent of their its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrowers Prior to the occurrence of a Default or an Event of Default, the Consignees may elect from time to time to convert any have the Daily Consignment Fee applicable to portions of Consigned Precious Metal outstanding Loan which are not subject to a Loan of another Type and such Loan shall thereafter bear interest as a Settlement calculated based upon either the Consignment Base Rate Loan or a LIBOR Rate LoanConsignment Fixed Rate, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate LoanConsigned Precious Metal, the Borrowers Consignees shall give the Agent Agent, no later than 2:00 p.m. (Boston time), at least three two (2) Eurodollar Business Days' prior written notice Notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Amount into a Consignment Base Rate Amount or another Consignment Fixed Rate Amount, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give the Agent at least four LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereofthereto. All or any part of the outstanding Loans of any Type Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that no any partial conversion shall result of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, be for Precious Metal in a Base Rate Loan in an aggregate principal minimum amount of less than $1,000,000 at least equal to one thousand (1,000) txxx ounces or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On one hundred (100) txxx ounces in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the date on which such conversion is being madeAgent, each Bank shall take such action as is necessary be for Precious Metal in an amount equal to transfer its Commitment Percentage three thousand (3,000) txxx ounces or an integral multiple of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may beone thousand (1,000) txxx ounces in excess thereof. Each Conversion Request conversion request relating to the conversion of a Base Rate Loan Consigned Precious Metal to a LIBOR Consignment Fixed Rate Loan Amount shall be irrevocable by the BorrowersConsignees. (b) Any Loan Prior to the occurrence of a Default or an Event of Default, Consigned Precious Metal may be continued as such Type Consignment Fixed Rate Amounts upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers Consignees with the terms of Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Defaultnotice provisions contained in ss.2.5(a). (c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect Any conversion to any Loan, such Loan or from Consignment Fixed Rate Amounts shall be automatically converted in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Consignment Fixed Rate Amounts having the same Interest Period shall not be less than three thousand (3,000) txxx ounces or a Base Rate Loan at the end whole multiple of the applicable Interest Periodone thousand (1,000) txxx ounces in excess thereof.