Common use of Conversion Options Clause in Contracts

Conversion Options. (a) Subject to the provision hereof, the Company may elect from time to time to convert an outstanding Variable Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Rate Consignment, such conversion shall only be made on the last day of the Consignment Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Fixed Rate Consignment, the Company shall give HSBC at least two (2) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment when there has occurred an Event of Default hereunder which is continuing at the time. The Company shall give to HSBC notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the Company. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there has occurred an Event of Default hereunder, but shall be automatically converted to a Variable Rate Consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does not notify HSBC of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, a Variable Rate Consignment at the end of the applicable Consignment Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company may elect from time to time to convert an outstanding Variable Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Rate Consignment, such conversion shall only be made on the last day of the Consignment Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Fixed Rate Consignment, the Company shall give HSBC Sensata at least two (2) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment when there has occurred an Event of Default hereunder which is continuing at the time. The Company shall give to HSBC Sensata notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the Company. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC Sensata notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two four (24) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there has occurred an Event of Default hereunder, but shall be automatically converted to a Variable Rate Consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does not notify HSBC Sensata of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, a Variable Rate Consignment at the end of the applicable Consignment Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment Gold Loan to a Fixed Rate Consignment Gold Loan and to convert an outstanding Fixed Rate Consignment Gold Loan to a Variable Floating Rate ConsignmentGold Loan, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Gold Loan into a Variable Floating Rate ConsignmentGold Loan, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment Gold Loan to a Fixed Rate ConsignmentGold Loan, the Company Customers shall give HSBC the Metal Lender at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Gold Loan may be converted into a Fixed Rate Consignment Gold Loan when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Lender notice sent by telecopier facsimile transmission in the form of its Exhibit D attached hereto of their decision to convert an outstanding consignmentGold Loan. All or any part of outstanding consignments Gold Loans under the Consignment Gold Loan Facility may be converted as provided herein. Each Subject to agreement with respect to any Fixed Rate Gold Loan (if applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments Gold Loans may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Lender notice by telecopier facsimile transmission in the form of Exhibit D attached hereto of the Company’s Customers’ decision to continue an outstanding consignment Gold Loan as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment Gold Loan may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment Gold Loan on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company Customer does not notify HSBC the Metal Lender of its election hereunder with respect to any consignmentGold Loan, such consignment Gold Loan shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment Gold Loan at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Floating Rate Consignment, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment to a Fixed Rate Consignment, the Company Customers shall give HSBC the Metal Lender at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Consignment may be converted into a Fixed Rate Consignment when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Lender notice sent by telecopier facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding consignments Consignments under the Consignment Facility may be converted as provided herein. Each Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Lender notice by telecopier facsimile transmission in the form of Exhibit D attached hereto of the Company’s Customers’ decision to continue an outstanding consignment Consignment as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does Customers do not notify HSBC the Metal Lender of its election hereunder with respect to any consignmentConsignment, such consignment Consignment shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment Gold Loan to a Fixed Rate Consignment Gold Loan and to convert an outstanding Fixed Rate Consignment Gold Loan to a Variable Floating Rate ConsignmentGold Loan, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Gold Loan into a Variable Floating Rate ConsignmentGold Loan, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment Gold Loan to a Fixed Rate ConsignmentGold Loan, the Company Customers shall give HSBC the Metal Lender at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Gold Loan may be converted into a Fixed Rate Consignment Gold Loan when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Lender notice sent by telecopier facsimile transmission of its their decision to convert an outstanding consignmentGold Loan. All or any part of outstanding consignments Gold Loans under the Consignment Gold Loan Facility may be converted as provided herein. Each Subject to agreement with respect to any Fixed Rate Gold Loan (if applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments Gold Loans may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Lender notice by telecopier facsimile transmission of the Company’s Customers’ decision to continue an outstanding consignment Gold Loan as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment Gold Loan may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment Gold Loan on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company Customer does not notify HSBC the Metal Lender of its election hereunder with respect to any consignmentGold Loan, such consignment Gold Loan shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment Gold Loan at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Floating Rate Consignment, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment to a Fixed Rate Consignment, the Company Customers shall give HSBC the Metal Supplier at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Consignment may be converted into a Fixed Rate Consignment when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Supplier notice sent by telecopier facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding consignments Consignments under the Consignment Facility may be converted as provided herein. Each Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Supplier notice by telecopier facsimile transmission in the form of Exhibit D attached hereto of the Company’s Customers’ decision to continue an outstanding consignment Consignment as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does Customers do not notify HSBC the Metal Supplier of its election hereunder with respect to any consignmentConsignment, such consignment Consignment shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision hereof, the Company The Borrower may elect from time to time to convert an have the Consignment Fee applicable to portions of Consigned Precious Metal outstanding Variable calculated based upon either the Consignment Base Rate or Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate ConsignmentRate, provided that (i) with respect to any such conversion of Consigned Precious Metal, the Borrower shall give the Administrative Agent, no later than 2:00 p.m. (New York, New York time), at least three (3) LIBOR Business Days' prior written notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Consignment Amount into a Variable Consignment Base Rate ConsignmentAmount or another Consignment Fixed Rate Amount, such conversion shall only be made on the last day of the Consignment Interest Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Fixed Rate Consignment, the Company shall give HSBC at least two (2) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment when there has occurred an Event of Default hereunder which is continuing at the time. The Company shall give to HSBC notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that any partial conversion of Consignment Base Rate Amounts shall be for Precious Metal in a minimum amount at least equal to five thousand (5,000) xxxx ounces or an integral multiple of one hundred (100) in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall be for Precious Metal in an amount equal to five thousand (5,000) xxxx ounces or an integral multiple of one hundred (100) in excess thereof. Each such conversion request relating to the conversion of Consigned Precious Metal to a Consignment Fixed Rate Amount shall be irrevocable by the CompanyBorrower. (b) Subject Prior to the provisions hereofoccurrence of a Default or an Event of Default, Fixed Rate Consignments Consigned Precious Metal may be continued as such Consignment Fixed Rate Amounts upon the expiration of a Consignment an Interest Period with respect thereto by giving to HSBC compliance by the Borrower with the notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there has occurred an Event of Default hereunder, but shall be automatically converted to a Variable Rate Consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Defaultprovisions contained in Section 4.5(a). In the event that the Company does not notify HSBC of its election hereunder Borrower fails to provide any such notice with respect to the continuation of any consignmentConsignment Fixed Rate Amounts as such, then such consignment Consignment Fixed Rate Amounts shall be automatically converted to, or continued as, a Variable to Consignment Base Rate Consignment at Amounts on the end last day of the applicable Consignment such Interest Period. (c) Any conversion to or from Consignment Fixed Rate Amounts shall be 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 five thousand (5,000) xxxx ounces or a whole multiple of one hundred (100) xxxx ounces in excess thereof.

Conversion Options. (a) Subject to the provision hereof, the The Company may elect from time to time to convert an any outstanding Variable Rate Floating Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Variable Rate ConsignmentFloating Consignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Variable Rate ConsignmentFloating Consignment Fee consignment, such conversion shall only be made on the last day of the Consignment Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Floating Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Company shall give HSBC FPM at least two (2) London Banking Business Days’ ' prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment Fee consignment when there has occurred FPM have declared the existence of an Event of Default hereunder which is continuing at the timehereunder. The Company shall give to HSBC FPM telephonic notice sent (confirmed in writing by telecopier FPM) of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the Company. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC FPM telephonic notice (confirmed in writing by telecopier FPM) of the Company’s 's decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior such, subject, however, to the day on which such election is effective; provided that determination of the specific Consignment Period and rate to be charged by FPM therefor. Provided, however, no Fixed Rate Consignment Fee consignment may be continued as such when there has occurred FPM have declared the existence of an Event of Default hereunder, but shall be automatically converted to a Variable Rate Floating Consignment Fee consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. . (c) In the event that the Company does not notify HSBC FPM of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, to a Variable Rate Floating Consignment Fee consignment at the end of the applicable Consignment Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customer may elect from time to time to convert an outstanding Variable Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Floating Rate Consignment, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment to a Fixed Rate Consignment, the Company Customer shall give HSBC Consignor at least two three (23) London Banking Days’ prior written telephone notice of the day on which such election is effective; and (iii) no consignment Consignment may be converted into a Fixed Rate Consignment when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customer shall give to HSBC Consignor telephone notice sent by telecopier of its decision to convert an outstanding consignmentConsignment. All or any part of outstanding consignments Consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the CompanyCustomer. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC Consignor telephone notice by telecopier of the CompanyCustomer’s decision to continue an outstanding consignment Consignment as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there a Default has occurred an Event of Default hereunder, but shall be automatically converted to a Variable Floating Rate Consignment on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company Customer does not notify HSBC Consignor of its election hereunder with respect to any consignmentConsignment, such consignment Consignment shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision hereof, the Company The Companies may elect from time to time to convert an any outstanding Variable Rate Floating Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Variable Rate ConsignmentFloating Consignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Variable Rate ConsignmentFloating Consignment Fee consignment, such conversion shall only be made on the last day of the Consignment Period with respect theretothereto and it shall be for no less than five thousand (5,000) fine troy ounces of Precious Metal; (ii) with respect to any such conversion of conversixx xf a Variable Rate Floating Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Company Companies shall give HSBC BAPM at least two (2) London Banking Business Days’ ' prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment Fee consignment when there BAPM has occurred declared the existence of an Event of Default hereunder which is continuing at the timehereunder. The Company Companies shall give to HSBC BAPM telephonic notice sent (confirmed in writing by telecopier BAPM) of its their decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the CompanyCompanies. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC BAPM telephonic notice (confirmed in writing by telecopier BAPM) of the Company’s Companies' decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effectivesuch; provided that no Fixed Rate Consignment Fee consignment may be continued as such when there BAPM has occurred declared the existence of an Event of Default hereunder, but shall be automatically converted to a Variable Rate Floating Consignment Fee consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does Companies do not notify HSBC BAPM of its their election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, to a Variable Rate Floating Consignment Fee consignment at the end of the applicable Consignment Period.

Conversion Options. (a) Subject to the provision hereof, the Company The Companies may elect from time to time to convert an any outstanding Variable Rate Floating Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Variable Rate ConsignmentFloating Consignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Variable Rate ConsignmentFloating Consignment Fee consignment, such conversion shall only be made on the last day of the Consignment Period with respect theretothereto and it shall be for no less than five thousand (5,000) fine xxxx ounces of Precious Metal; (ii) with respect to any such conversion of a Variable Rate Floating Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Company Companies shall give HSBC FPM at least two (2) London Banking Days’ ' prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment Fee consignment when there FPM has occurred declared the existence of an Event of Default hereunder which is continuing at the timehereunder. The Company Companies shall give to HSBC FPM telephonic notice sent (confirmed in writing by telecopier FPM) of its their decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the CompanyCompanies. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC FPM telephonic notice (confirmed in writing by telecopier FPM) of the Company’s Companies' decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effectivesuch; provided that no Fixed Rate Consignment Fee consignment may be continued as such when there FPM has occurred declared the existence of an Event of Default hereunder, but shall be automatically converted to a Variable Rate Floating Consignment Fee consignment on the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does Companies do not notify HSBC FPM of its their election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, to a Variable Rate Floating Consignment Fee consignment at the end of the applicable Consignment Period.

Conversion Options. (a) Subject to the provision hereof, the Company The Borrower may elect from time to time to convert an have the Consignment Fee applicable to portions of Consigned Precious Metal outstanding Variable calculated based upon either the Consignment Base Rate or Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate ConsignmentRate, provided that (i) with respect to any such conversion of Consigned Precious Metal, the Borrower shall give the Gold Agent, no later than 2:00 p.m. (Boston time), at least three (3) Eurodollar Business Days' prior written notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Consignment Amount into a Variable Consignment Base Rate ConsignmentAmount or another Consignment Fixed Rate Amount, such conversion shall only be made on the last day of the Consignment Interest Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Fixed Rate Consignment, the Company shall give HSBC at least two (2) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment when there has occurred an Event of Default hereunder which is continuing at the time. The Company shall give to HSBC notice sent by telecopier of its decision to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that any partial conversion of Consignment Base Rate Amounts shall be for Precious Metal in a minimum amount at least equal to three hundred (300) troy xxxces or an integral multiple of one hundred (100) in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall be for Precious Metal in an amount equal to one thousand (1,000) troy xxxces or an integral multiple of one hundred (100) in excess thereof. Each such conversion request relating to the conversion of Consigned Precious Metal to a Consignment Fixed Rate Amount shall be irrevocable by the CompanyBorrower. (b) Subject Prior to the provisions hereofoccurrence of a Default or an Event of Default, Fixed Rate Consignments Consigned Precious Metal may be continued as such Consignment Fixed Rate Amounts upon the expiration of a Consignment an Interest Period with respect thereto by giving compliance by the Borrower with the notice provisions contained in Section 5.5(a). (c) Any conversion to HSBC notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effective; provided that no or from Consignment Fixed Rate Consignment may be continued as such when there has occurred an Event of Default hereunder, but 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 one thousand (1,000) troy xxxces or a Variable Rate Consignment on the last day whole multiple of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does not notify HSBC of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, a Variable Rate Consignment at the end of the applicable Consignment Periodone hundred (100) troy xxxces in excess thereof.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Floating Rate Consignment, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment to a Fixed Rate Consignment, the Company Customers shall give HSBC the Metal Lender at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Consignment may be converted into a Fixed Rate Consignment when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Lender notice sent by telecopier facsimile transmission of its decision to convert an outstanding consignment. All or any part of outstanding consignments Consignments under the Consignment Facility may be converted as provided herein. Each Subject to agreement with respect to any Floating Consignment Fee or Fixed Consignment Fee (to the extent applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Lender notice by telecopier facsimile transmission of the Company’s Customers’ decision to continue an outstanding consignment Consignment as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company does Customers do not notify HSBC the Metal Lender of its election hereunder with respect to any consignmentConsignment, such consignment Consignment shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision hereof, the Company The Borrower may elect from time to time to convert an outstanding Variable Rate Consignment any Credit Loan to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate ConsignmentCredit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Fixed LIBOR Rate Consignment Loan into a Variable Rate ConsignmentCredit Loan of another Type, such conversion shall only be made on the last day of the Consignment Interest Period with respect thereto; (ii) with respect to any such conversion of a Variable Prime Rate Consignment Loan to a Fixed LIBOR Rate ConsignmentLoan, the Company Borrower shall give HSBC at least the Lender notice of such election no later than 12:00 noon (Boston time) two (2) London Banking Days’ LIBOR Business Days prior written notice to the proposed date of the day on which such election is effectiveconversion; and (iii) no consignment Credit Loan may be converted into a Fixed LIBOR Rate Consignment Loan when there has occurred an any Default or Event of Default hereunder which has occurred and is continuing at continuing. Any notice of conversion shall be in the time. The Company shall give to HSBC notice sent by telecopier form of its decision to convert an outstanding consignmentEXHIBIT C, annexed hereto. All or any part of outstanding consignments under the Consignment Facility Outstanding Credit Loans of any Type may be converted as provided herein, PROVIDED that (x) partial conversions shall be in an aggre gate principal amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) no more than five (5) Interest Periods for Credit Loans which are LIBOR Rate Loans may be outstanding at any one time. Each such request Conversion Request shall be irrevocable by the CompanyBorrower. (b) Subject to the provisions hereof, Fixed Rate Consignments Any Credit Loan of any Type may be continued as such upon the expiration of a Consignment an Interest Period with respect thereto by giving to HSBC compliance by the Borrower with the notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior to the day on which such election is effectiveprovisions contained in Section 2.10(a); provided PROVIDED that no Fixed LIBOR Rate Consignment Loan may be continued as such when there has occurred an any Default or Event of Default hereunderhas occurred and is continuing, but shall be automatically converted to a Variable Prime Rate Consignment Loan on the last day of the first Consignment Interest Period relating thereto ending during the continuance of such any Default or Event of Default. Default of which the officers of the Lender active upon the Borrower's account have actual knowledge. (c) In the event that the Company Borrower does not notify HSBC the Lender of its the Borrower's election hereunder under Section 2.10(b) with respect to any consignmentCredit Loan, such consignment Credit Loan shall be automatically converted to, or continued as, to a Variable Prime Rate Consignment Loan at the end of the applicable Consignment Interest Period.

Conversion Options. (a) Subject to [Number of days after issuance before conversion option begins] business days following the provision hereoforiginal issuance of the Warrants, each Warrantholder will have the Company may elect from time to time option to convert an outstanding Variable Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Rate Consignment, such conversion shall only be made on the last day of the Consignment Period with respect thereto; (ii) with respect to any such conversion of a Variable Rate Consignment to a Fixed Rate Consignment, the Company shall give HSBC at least two (2) London Banking Days’ prior written notice of the day on form in which such election is effective; and (iii) no consignment may be converted into a Fixed Rate Consignment when there has occurred an Event of Default hereunder which is continuing at Warrantholder holds his Warrants from definitive to book-entry form by utilizing the time"Conversion Option". The Company shall give notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to HSBC notice sent an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by telecopier of its decision the Company in order for Warrants to convert an outstanding consignment. All or any part of outstanding consignments under the Consignment Facility may be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. Each such request shall be irrevocable by the Company. (b) Subject During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions hereofof Section 1.8, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by giving to HSBC notice by telecopier of the Company’s decision to continue an outstanding consignment as such at least two (2) London Banking Day’s prior all references in this Agreement to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such when there has occurred an Event of Default hereunderWarrant Certificates (other than in Sections 1.2, but 1.3, 1.4 and 1.8) shall be automatically converted to a Variable Rate Consignment on include the last day of the first Consignment Period relating thereto ending during the continuance of such Event of Default. In Global Warrant Certificate in the event that the Company does not notify HSBC of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, a Variable Rate Consignment at the end of the applicable Consignment PeriodGlobal Warrant Certificate is issued.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment Gold Loan to a Fixed Rate Consignment Gold Loan and to convert an outstanding Fixed Rate Consignment Gold Loan to a Variable Floating Rate ConsignmentGold Loan, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Gold Loan into a Variable Floating Rate ConsignmentGold Loan, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment Gold Loan to a Fixed Rate ConsignmentGold Loan, the Company Customers shall give HSBC the Metal Supplier at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Gold Loan may be converted into a Fixed Rate Consignment Gold Loan when there a Default has occurred an Event of Default hereunder which and is continuing at the timehereunder. The Company Customers shall give to HSBC the Metal Supplier notice sent by telecopier facsimile transmission in the form of its Exhibit D attached hereto of their decision to convert an outstanding consignmentGold Loan. All or any part of outstanding consignments Gold Loans under the Consignment Gold Loan Facility may be converted as provided herein. Each Subject to agreement with respect to any Fixed Rate Gold Loan (if applicable), each such request shall be irrevocable by the CompanyCustomers. (b) Subject to the provisions hereof, Fixed Rate Consignments Gold Loans may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the Metal Supplier notice by telecopier facsimile transmission in the form of Exhibit D attached hereto of the Company’s Customers’ decision to continue an outstanding consignment Gold Loan as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment Gold Loan may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment Gold Loan on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance of such Event of Default. In the event that the Company Customer does not notify HSBC the Metal Supplier of its election hereunder with respect to any consignmentGold Loan, such consignment Gold Loan shall be automatically converted to, or continued as, to a Variable Floating Rate Consignment Gold Loan at the end of the applicable Consignment Fixed Rate Period.

Conversion Options. (a) Subject to the provision provisions hereof, the Company Customers may elect from time to time to convert an outstanding Variable Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Variable Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Variable Floating Rate Consignment, such conversion shall only be made on the last day of the Consignment Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Variable Floating Rate Consignment to a Fixed Rate Consignment, the Company Customers shall give HSBC the applicable Metal Lender at least two three (23) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no consignment Consignment may be converted into a Fixed Rate Consignment when there a Default has occurred an Event of Default hereunder which and is continuing at the time. The Company shall give to HSBC notice sent by telecopier of its decision to convert an outstanding consignmenthereunder. All or any part of outstanding consignments Consignments under the Consignment Facility may be converted as provided herein. Each such request shall be irrevocable by the Company. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Fixed Rate Period with respect thereto by giving to HSBC the applicable Metal Lender notice by telecopier of the Company’s Customers’ decision to continue an outstanding consignment Consignment as such at least two three (23) London Banking Day’s Days’ prior to the day on which such election expiration is effective; provided that no Fixed Rate Consignment may be continued as such when there while a Default has occurred an Event of Default hereunderand is continuing, but shall be automatically converted to a Variable Floating Rate Consignment on the last day of the first Consignment Fixed Rate Period relating thereto ending during the continuance first occurrence of such Event of Default. In the event that the Company does not notify HSBC of its election hereunder with respect to any consignment, such consignment shall be automatically converted to, or continued as, a Variable Rate Consignment at the end of the applicable Consignment Period.