Common use of Conversions Clause in Contracts

Conversions. (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. The Borrower shall have the option to Convert on any Business Day the principal amount of the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Provided Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default shall exist, is in existence on the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice date of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (iie) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted no Conversion pursuant to this Section 3.5 shall result in whole or in part, provided that the amount to be converted to a greater number of Interest Periods of LIBOR Advance, when aggregated with Loans being outstanding at any LIBOR Advance to be made on one time than is permitted under Section 3.1(c) hereof. Each such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion Conversion shall be effected by the Bank Borrower by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, delivering a Conversion Request to the Advances Administrative Agent at its Notice Office prior to 11:00 a.m. (or portion thereofNew York City time) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If on the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance third Business Day prior to the expiration proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.Loans. NEWYORK 8115155 (2K) 8

Conversions. (a) Provided no Default or Event of Default shall exist, the Each applicable Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting giving, or, if such Borrower is a duly executed Notice Subsidiary Borrower, by causing the Parent Borrower, on behalf of Conversion such Borrower, to give, the Bank Administrative Agent at least one two Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto, except as otherwise provided in Section 3.7. In addition, the each applicable Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Advances and Eurodollar Advances, (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Euro Interest Period therefor, and (iii) Core Currency Euro Advances to new Core Currency Euro Advances in the same applicable Currency by selecting a new Euro Interest Period therefor, in each case by giving giving, or, if such Borrower is a Subsidiary Borrower, by causing the Bank Parent Borrower, on behalf of the Borrower, to give, the Administrative Agent at least three Core Currency Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Euro Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Core Currency Business Day and and, except as otherwise provided in Section 3.7, any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances or Core Currency Euro Advances to new Core Currency Euro Advances, as the case may be, shall only be made on the last day of the Euro Interest Period applicable to the LIBOR Eurodollar Advances or Core Currency Euro Advances, as the case may be, which are to be converted to such new LIBOR Eurodollar Advances or such new Core Currency Euro Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, . Each such notice shall be irrevocable and shall be promptly confirmed by delivery to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes Administrative Agent of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.a

Conversions. Any Borrower shall have the right, with respect to: (ai) Provided no Default or Event of Default shall existany Reference Rate Loan, the Borrower may elect from time to time on any Business Day (a “LIBOR Conversion Date”), to convert one or more such Reference Rate Loan to a LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day prior (a “Reference Rate Conversion Date”), to convert such electionLIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be irrevocable, specifying the amount to be convertedrevocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such conversion Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of LIBOR Advances shall only be made on each Reference Rate Loan hereunder (including, for the last day avoidance of doubt, in connection with any Borrowing related to the Interest Period applicable thereto. In additiondrawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower may elect from time shall be deemed to time have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert ABR Advances such Reference Rate Loan to a LIBOR Advances Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) continue a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Advances as new LIBOR AdvancesConversation Date pursuant to Section 3.3(d) hereof unless, in each the case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion Borrowing of ABR Advances a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to LIBOR Advances shall only be made on a Business Day and any convert such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to Reference Rate Loan into a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereofLoan. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

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

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be so converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR or to convert Eurodollar Advances as to new LIBOR Advances, in each case Eurodollar Advances by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. The Agent shall promptly provide the Lenders with notice of any such election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that the amount conversions of ABR Advances to be converted Eurodollar Advances, or Eurodollar Advances to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Periodnew Eurodollar Advances, shall be in an aggregate principal amount of $500,000 1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided Notwithstanding anything in this Section to the contrary, no ABR Advance may be converted to a Eurodollar Advance, and no Eurodollar Advance may be converted to a new Eurodollar Advance, if a Default or Event of Default has occurred and is continuing either (i) at the time the Borrower shall existnotify the Agent of its election to convert or (ii) on the requested Conversion Date. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. If an Event of Default shall have occurred and be continuing, the Agent shall, at the request of the Required Lenders, notify the Borrower may enter into an Interest Rate Protection Product with respect to all (by telephone or a portion otherwise) that all, or such lesser amount as the Required Lenders shall designate, of the outstanding balance of the Term LoanEurodollar Advances shall be automatically converted to ABR Advances, provided that on the effective date of in which event such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Perioddate such notice is given. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more LIBOR Advances to ABR Advances Standby Loans of the same or any other Type and with any Interest Period (if applicable) by submitting delivering (by hand delivery or telecopier) a duly executed Notice request for such Conversion in the form of Conversion Exhibit A-6 to the Bank at least one Administrative Agent no later than (i) 11:00 A.M. on the third Business Day prior to such electionthe date of any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., which on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocableirrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided that any (C) Type of Standby Loans to which such conversion Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of LIBOR Advances shall only Standby Loans (or portions thereof) proposed to be made Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advancesthis subsection in respect of any Standby Loans, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such electionStandby Loans shall, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the then existing Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole therefor, automatically Convert into, or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceremain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (or portion thereof) being convertedduration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. Any such conversion shall not constitute a borrowing for purposes If, on the date of Section 6. (e) If any proposed Conversion, the Borrower shall have failed to elect to continue a LIBOR Advance fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as a new LIBOR Advance prior to the expiration of its Interest Periodcase may be, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. Do not delete. This will not print. Schedule anchor. (a) Provided each conversion of an Advance shall be for minimum aggregate amounts and whole multiples in excess thereof as are specified in respect of that type of Advance in this Article 2; (b) an Advance by way of Bankers’ Acceptance may be converted only on the last day of the relevant Contract Period; if less than all Advances by way of Bankers’ Acceptances are converted, after the conversion not less than Cdn$[DELETION] [Amount deleted for confidentiality reasons] shall remain as Advances by way of Bankers’ Acceptance; (c) an Advance by way of SOFR Loan in US$ may be converted only on the last day of the relevant Contract Period; if less than all Advances by way of SOFR Loan in US$ are converted, after the conversion not less than US$[DELETION] [Amount deleted for confidentiality reasons] shall remain as an Advance by way of a SOFR Loan in US$; (d) notwithstanding any other term in this Agreement, no Advance denominated in any currency may be converted into an Advance denominated in any other currency; (e) a conversion into an Advance by way of SOFR Loan shall require 3 Business Days’ notice and shall only be made to the extent that the conditions outlined in Section 3.17 shall not exist on the relevant Conversion Date; LEGAL_39694004.1 - 42 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (f) a conversion into an Advance by way of Bankers’ Acceptance shall require 2 Business Days’ notice and shall only be made to the extent that the conditions outlined in Section 2.11(10) shall not exist on the relevant Conversion Date; and (g) no Default or Event of Default shall existhave occurred and be continuing on the relevant Conversion Date or after giving effect to the conversion of the Advance to be made on the Conversion Date. Notwithstanding the foregoing provisions of this Section 2.13, and subject to Section 10.2, if a Default or Event of Default has occurred and is continuing on the last day of a Contract Period, as regards a Bankers’ Acceptance or SOFR Loan, the Borrower may elect from time shall be deemed to time have given notice to convert one or more LIBOR Advances to ABR Advances by submitting the Advance (a) in the case of a duly executed Notice of Conversion Bankers’ Acceptance, into a Prime Loan in an amount equal to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying face amount of the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made Bankers’ Acceptance on the last day of the Interest Period applicable thereto. In additionContract Period, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (iib) continue LIBOR Advances as new LIBOR Advances, in each the case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made SOFR Loan into a USBR Loan on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Contract Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. The Borrower shall have the option to convert on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Dollar Loans made to the Borrower pursuant to one or more Borrowings (aso long as of the same Tranche) Provided of one or more Types of Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan, provided that (i) no Default or partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for such Tranche, (ii) Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default shall exist, is in existence on the date of the conversion if the Administrative Agent or the Majority Lenders in respect of the applicable Tranche have previously advised the Borrower that conversions will not be permitted while such Event of Default remains in existence, (iii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02, (iv) prior to the Syndication Date, no Loan may elect from time to time be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period and (v) the Borrower's right to convert one or more LIBOR Advances to ABR Advances by submitting Incremental Term Loans of a duly executed Notice of Conversion given Tranche shall be subject to the Bank limitations, if any, set forth in the applicable Incremental Commitment Agreement. Each such conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower's giving the Administrative Agent at least one Business Day its Notice Office prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to 1:00 P.M. (iNew York time) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' prior irrevocable written notice (each a "Notice of such election, Conversion") specifying the amount Loans to be so converted and converted, the initial Interest Period relating theretoBorrowing or Borrowings pursuant to which such Loans were made, provided that any the date of such conversion of ABR Advances to LIBOR Advances (which shall only be made on a Business Day and any such conversion of LIBOR Advances Day) and, if to new LIBOR Advances shall only be made on the last day of converted into Eurodollar Loans, the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one monthinitially applicable thereto. The Borrower Administrative Agent shall give the Bank at least three Business Day’s prior each Lender prompt notice thereof, specifying the amount to be made subject to of any such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each proposed conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.4 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Notwithstanding anything in this Agreement to the contrary, if an Event of Default shall existhas occurred and is continuing and the Administrative Agent, at the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding balance Advance may be converted to or continued as a Eurodollar Advance and (ii) unless repaid, each Eurodollar Advance shall be converted to an ABR Advance at the end of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Productapplicable thereto. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.). - 33 - Credit Agreement ----------------

Conversions. (a) Provided no Default or Event of Default During the period beginning on March 10, 2015 and ending on July 31, 2015 (the “Extension Periods”), Lender shall exist, have the Borrower may elect from time to time right to convert one or more LIBOR Advances up to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion 450,000.00 of the outstanding balance of the Term Loan, provided that on the effective date Note into shares of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product Debtor’s common stock (the “Term Loan Notional AmountConversion Shares”). (b) Lender may elect to make such a conversion (each, a “Conversion”) shall not be by delivering a LIBOR Advance having an Interest Period longer than one monthconversion notice in substantially the form attached hereto as Exhibit A to Debtor (“Conversion Notice”). The Borrower shall give Debtor agrees to deliver Conversion Shares on or prior to the Bank at least date that is three Business Day’s prior (3) business days after delivery of a Conversion Notice (the “Delivery Deadline”). For the avoidance of doubt, Debtor further agrees that it will honor any Conversion Notice delivered during the Extension Period, even if delivered on the final day thereof. When a Conversion Notice or other notice thereof, specifying the amount hereunder is deemed to be made subject to such Interest Rate Protection Productdelivered shall be governed by the terms of Section 7.8 of the Purchase Agreement. (c) Upon The conversion price per share (the occurrence “Conversion Price”) for each Conversion shall be the lower of (i) $0.25, and (ii) 75% of the lowest daily volume weighted average price per share of Debtor’s common stock (as reported by Bloomberg, L.P.) during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted five (5) business days immediately prior to ABR Advances on the last day date of the applicable Interest Period. (d) Each conversion Conversion. Notwithstanding the foregoing, the Conversion Price shall be effected by subject to a conversion floor of $0.15 per share (the Bank by applying “Conversion Floor”). If Lender submits a Conversion Notice with a Conversion Price less than the proceeds Conversion Floor, then Debtor shall, within two (2) business days of Lender’s delivery of such Conversion Notice, notify Lender in writing of its election to either (i) pay the new ABR Advance conversion amount in cash, or LIBOR Advance(ii) waive the Conversion Floor and deliver the Conversion Shares. On or prior to the Delivery Deadline, Debtor shall pay the aggregate Conversion Price in cash or deliver the applicable Conversion Shares, as the case may be. If Debtor fails to deliver a notice as required pursuant to this Section 5(c), then Debtor shall be deemed to have elected to have waived the Advances (Conversion Floor and will be required to deliver the applicable Conversion Shares on or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6before the Delivery Date. (ed) If the Borrower shall Debtor elects or is deemed to have failed elected to elect deliver Conversion Shares and fails to continue a LIBOR Advance as a new LIBOR Advance deliver Conversion Shares on or prior to the expiration Delivery Deadline, a late fee equal to the greater of its Interest Period(a) $500.00 and (b) 2% of the applicable Conversion Share Value (as defined below) rounded to the nearest multiple of $100.00 will be assessed for each day after the Delivery Deadline until Conversion Share delivery is made; and such late fee will be added to the outstanding balance of the Note (such fees, the “Conversion Delay Late Fees”), provided, however, that in no event will the cumulative amount of any Conversion Delay Late Fees for each Conversion exceed 100% of the applicable Conversion Share Value. For illustration purposes only, if Lender delivers a Conversion Notice to Debtor pursuant to which Debtor is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Deadline such Conversion Shares have a Conversion Share Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Deadline of $0.20 per share of common stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the Loan represented greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the outstanding balance of the Note until such Advance shall Conversion Shares are delivered to Lender. For purposes of this example, if the Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be automatically converted added to an ABR Advance the outstanding balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be added to the outstanding balance of the Note would be $20,000.00 (1 00 days multiplied by $500.00 per day, but capped at 100% of the expiration Conversion Share Value). For purposes of its Interest Periodthis Amendment, “Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the volume weighted average price per share on the applicable Delivery Deadline.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a Notice of Conversion,) shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to a LIBOR to, or continued as, each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Articles 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type to convert one or more LIBOR Advances to ABR Advances Standby Loans of the same or any other Type by submitting delivering (by hand delivery or telecopier) a duly executed Notice request for such Conversion in the form of Conversion Exhibit A-6 to the Bank at least one Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to such electionthe date of any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., which New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocableirrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided that any (C) Type of Standby Loans to which such conversion Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of LIBOR Advances shall only Standby Loans (or portions thereof) proposed to be made Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advancesthis subsection in respect of any Standby Loans, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such electionStandby Loans shall, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the then existing Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole therefor, automatically Convert into, or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceremain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (or portion thereof) being convertedduration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. Any such conversion shall not constitute a borrowing for purposes If, on the date of Section 6. (e) If any proposed Conversion, the Borrower shall have failed to elect to continue a LIBOR Advance fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as a new LIBOR Advance prior to the expiration of its Interest Periodcase may be, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default The Borrower shall have the option to convert, on any Business Day, all or Event a portion equal to at least the Minimum Borrowing Amount of Default shall exist, the Borrower may elect from time outstanding principal amount of Loans made pursuant to time to convert one or more LIBOR Advances to ABR Advances by submitting Borrowings (so long as of the same Tranche) of one or more Types of Loans into a duly executed Notice Borrowing (of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be convertedsame Tranche) of another Type of Loan, provided that any such conversion that, (i) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBOR Advances shall Loans may be converted into Base Rate Loans only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Advances which are to be converted to Loans shall reduce the outstanding principal amount of such new LIBOR Advances. Advances may be converted Loans made pursuant to this Section in whole or in parta single Borrowing to less than the Minimum Borrowing Amount applicable thereto, provided that the amount (ii) upon notice to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion from the Administrative Agent given at the request of the outstanding balance of the Term LoanRequired Lenders, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon after the occurrence and during the continuance of a Default or an Significant Event of Default, all Base Rate Loans may only be converted into LIBOR Advances Loans, and (iii) no conversion pursuant to this Section 2.07 shall be automatically converted to ABR Advances on the last day result in a greater number of the applicable Interest Period. (d) Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Bank by applying Borrower giving the proceeds of Administrative Agent at the new ABR Advance or LIBOR Advance, as Notice Office prior to 1:00 p.m. (New York City time) at least (x) in the case may beof conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the form of Exhibit H, appropriately completed to specify the Advances (Term Loans to be so converted, the Borrowing or portion thereof) being convertedBorrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event Subject to the terms and conditions of Default shall existthis Agreement, the Borrower may elect from time to time convert a Borrowing to convert one or more LIBOR Advances to ABR Advances another type of Borrowing by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to converting (i) convert ABR all or any part of the outstanding principal amount of any Prime Rate Advances to LIBOR into Base Rate Advances, LIBO Advances and or Bankers' Acceptances or any combination thereof, (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion any part of the outstanding balance principal amount of any Base Rate Advances into Prime Rate Advances, LIBO Advances or Bankers' Acceptances or any combination thereof, (iii) on the date of maturity of any Bankers' Acceptances, all or any part of the Term Loan, provided that on the effective date outstanding principal amount at maturity of such Interest Bankers' Acceptances into Prime Rate Protection ProductAdvances, such portion of the Term Loan to be made subject to such Interest Base Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice Advances or LIBO Advances or any combination thereof, specifying the amount to be made subject to such Interest Rate Protection Product. or (civ) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period., all or any part of the outstanding principal amount of any LIBO Advances into Prime Rate Advances, Base Rate Advances or Bankers' Acceptances or any combination thereof; subject however in all cases, to the following: (a) the principal amount of each type of Advances or the face amount of Bankers' Acceptances being converted shall not be less than the amounts necessary to fulfil the requirements of this Agreement with respect to the minimum principal amounts for Borrowings, Advances and Bankers' Acceptances; (b) in the case of a conversion into Bankers' Acceptances, the principal amount of each type of Advances being so converted, together with all other amounts owing under this Agreement with respect thereto, shall be paid to the Agent from the proceeds of sale of such Bankers' Acceptances for distribution to the Lenders forthwith; (c) no conversion shall be made by a Lender into LIBO Advances or Base Rate Advances if it is unlawful for a Lender to fund or maintain a LIBO Advance or a Base Rate Advance, respectively; (d) Each each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceeffected, as the case may benearly as practicable, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing in each Lender's Proportion for purposes of Section 6.each Borrowing on identical terms; (e) If no Default or Event of Default shall have occurred and be continuing; and (f) a Drawdown Notice has been delivered by the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, Agent in accordance with Section 3.10. Amounts which are converted shall not reduce the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodCredit.

Conversions. (a) Provided no Default or Event of Default shall exist, the Borrower The Borrowers may elect from time to time to convert one or more LIBOR of its Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount Advance to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the any Borrower may elect from time to time to convert its (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall provide the applicable Lenders with, prompt but no later than two Business Days, notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by the applicable Borrower to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made to the applicable Borrower on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrowers shall not have any right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by each Lender by reflecting the Bank by applying Type of Loan from the proceeds of Advance being converted to the new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the Advances (or portion thereof) it being converted. Any understood that any such conversion shall not constitute a borrowing for purposes borrowing. Each conversion of Section 6. (e) If the Borrower shall have failed to elect to continue an Advance does not reflect a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount repayment of the Loan represented by such converted Advance shall be automatically converted to or an ABR Advance at additional borrowing, but a continuation of the expiration of its Interest Periodoriginal obligation in full force and effect.

Conversions. (a) Provided no Default The Borrower shall have the option to convert, on any Business Day, all or Event a portion equal to at least the Minimum Borrowing Amount of Default shall exist, the Borrower may elect from time Table of Contents outstanding principal amount of Loans made pursuant to time to convert one or more Borrowings (so long as of the same Class) of one or more Types of Loans into a Borrowing (of the same Class) of another Type of Loan; provided that, (i) except as otherwise provided in Section 2.10(b), LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall Loans may be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall converted into Base Rate Loans only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the an Interest Period applicable to the Loans being converted unless the Borrower pays any amounts due under Section 2.11 and no such partial conversion of LIBOR Advances which are Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted into LIBOR Loans in excess of one month if any Event of Default exists pursuant to such new Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of the proposed conversion of a LIBOR Advances. Advances Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (y) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one month, and (iv) no conversion pursuant to this Section 2.06 shall result in whole or in part, provided that the amount to be converted to a greater number of Borrowings of LIBOR Advance, when aggregated with any LIBOR Advance to be made on Loans than is permitted under Section 2.02. Each such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank Borrower by applying giving the proceeds of Administrative Agent at the new ABR Advance or LIBOR Advance, as Notice Office prior to 12:00 Noon at least (x) in the case may beof conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify the Advances (Loans to be so converted, the Borrowing or portion thereof) being convertedBorrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each applicable Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Administrative Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one (1) Business Day Day’s prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such converted LIBOR Advance under Section 3.5. In addition, the Administrative Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by selecting a new Interest Period therefor and by giving the Bank Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, LIBOR Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Advances to as new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to continued as such new LIBOR Advances, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such continued LIBOR Advance under Section 3.5. Each such notice (a “Notice of Continuation/Conversion”) shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile or email by the Administrative Borrower. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to a to, or continued as, each LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first LIBOR Advance, shall be $500,000 equal or a whole multiple of $100,000 in excess thereofexceed the Minimum Borrowing Amount. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, unless otherwise agreed by the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term LoanAdministrative Agent, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Borrower shall have no right to elect to convert any existing ABR Advance to a new LIBOR Advance or to continue any existing LIBOR Advance as a new LIBOR Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable Interest Periodto such LIBOR Advance. (dc) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted or continued (it being understood that any such conversion or continuation shall not constitute a new borrowing for purposes of Section Article 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 2,000,000 or such amount plus a whole multiple of $100,000 500,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (aA) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be convertedconvened, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that PROVIDED THAT the amount to be converted to a LIBOR to, or continued as, each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (bB) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable Interest Periodto such Eurodollar Advance. (dC) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Articles 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that PROVIDED THAT any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that PROVIDED THAT the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (aA) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) l. convert ABR Advances comprising all or a portion of Loans to LIBOR Eurodollar Advances and (ii) m. continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR to, or continued as, each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (bB) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the then current Interest Period applicable Interest Periodto such Eurodollar Advance. (dC) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or Event a portion equal to at least the Minimum Borrowing Amount (for the Type of Default shall existDollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower may elect from time pursuant to time to convert one or more LIBOR Advances to ABR Advances by submitting Borrowings of one or more Types of Dollar Revolving Loans into a duly executed Notice Borrowing of Conversion to the Bank at least one Business Day prior to such electionanother Type of Dollar Revolving Loan, which notice provided that, (i) Dollar Revolving Loans shall not be irrevocable, specifying the amount permitted to be convertedconverted into Non-Dollar Alternate Currency Revolving Loans, provided that any such conversion of LIBOR Advances shall only be made (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of the an Interest Period applicable thereto. In additionto the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may elect from time to time to (i) convert ABR Advances to LIBOR Advances not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (iiv) continue LIBOR Advances as new LIBOR Advances, no conversion pursuant to this Section 1.07 shall result in each case a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Bank Administrative Agent at the Notice Office, prior to 2:00 p.m. (New York time), at least three Business Days’ prior irrevocable notice (each, a “Notice of such election, Conversion”) specifying the amount Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be so converted and the initial Interest Period relating theretointo Eurodollar Loans, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with proposed conversion affecting any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereofits Dollar Revolving Loans. (b) Provided no Default or Event Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Default shall exist, Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion aggregate principal amount (in Canadian Dollars) of the outstanding balance of the Term LoanCanadian Prime Rate Loans pursuant to such Borrowing, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term applicable Alternate Currency Revolving Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the new ABR Advance Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or LIBOR AdvanceCanadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the Advances (or portion thereof) being converted. Any aggregate Face Amount of such conversion maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall not constitute a borrowing pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for purposes the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 61, Schedule III and any other applicable provisions of this Agreement. (ec) If Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the Borrower circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall have failed not be permitted to elect to continue a LIBOR Advance as a new LIBOR Advance be converted into any other Type of Loan prior to the expiration of its Interest Period, the amount maturity date of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Periodrespective Bankers’ Acceptance Loan.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be so converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR or to convert Eurodollar Advances as to new LIBOR Advances, in each case Eurodollar Advances by giving the Bank Agent at least three two Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each conversion notice must be delivered to the Agent prior to 12:00 noon, in the case of conversions to Eurodollar Advances, and 11:00 A.M., in the case of conversions to ABR Advances, on the Business Day required by this Section for the delivery of such notices to the Agent. The Agent shall promptly provide the Lenders with notice of any such election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that the amount conversions of ABR Advances to be converted Eurodollar Advances, or Eurodollar Advances to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Periodnew Eurodollar Advances, shall be in an aggregate principal amount of $500,000 1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by facsimile of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.5 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 1,000,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided So long as no Default or Event of Default shall existhave occurred and be continuing, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion and subject to the Bank additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the option to (i) convert at any time all or a portion, equal to at least one Business Day the Minimum Borrowing Amount and multiples thereof, of any outstanding (A) Prime Rate Loan to a Eurodollar Loan, or (B) Eurodollar Loan to a Prime Rate Loan, subject to payment of Eurodollar Loan breakage costs in accordance with Section 1.10(b) if such conversion is made prior to such electionthe expiration of the Eurodollar Interest Period applicable thereto, which notice or (ii) continue all or any portion of any Loan as a Eurodollar Loan upon the expiration of the applicable Eurodollar Interest Period and the succeeding Eurodollar Interest Period of that continued Loan shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made commence on the last day of the Eurodollar Interest Period applicable thereto. In additionof the Loan to be continued, the Borrower may elect from time to time to provided, that (i) convert ABR Advances no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to LIBOR Advances a single Borrowing to less than the Minimum Borrowing Amount and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such no conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section 1.6 shall result in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.3(b). Any such election must be made by 11:00 a.m. (New York time) on such date in accordance with Section 2.5(athe third (3rd) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof.Business Day prior to (b1) Provided no Default or Event the end of Default shall exist, the Borrower may enter into an each Eurodollar Interest Rate Protection Product Period with respect to all any Eurodollar Loans to be continued as such, or (2) the date on which Co-Borrowers wish to convert any Prime Rate Loan to a portion Eurodollar Loan for a Eurodollar Interest Period designated by Co-Borrowers in such election or (3) the date on which Co-Borrowers wish to convert any Eurodollar Loan to a Prime Rate Loan. If no election is received with respect to a Eurodollar Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Eurodollar Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. with respect thereto (c) Upon the occurrence and during the continuance of or if a Default or an Event of DefaultDefault shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), all LIBOR Advances that Eurodollar Loan shall be automatically converted to ABR Advances a Prime Rate Loan at the end of its Eurodollar Interest Period. Cigar, on the last day behalf of the applicable Interest PeriodCo-Borrowers, must make such election by written notice (a "Notice of Conversion/Continuation") to Administrative Agent in the form of Exhibit 1.6. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the A Borrower may elect from time to time to convert one or more LIBOR of its Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount Advance to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the a Borrower may elect from time to time to convert its (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall promptly provide the applicable Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by a Borrower to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made to such Borrower on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances no Borrower shall be automatically converted have any right to elect to convert any existing ABR Advances on the last day of the applicable Interest Period.Advance to (dc) Each conversion shall be effected by each Lender by reflecting the Bank by applying Type of Loan from the proceeds of Advance being converted to the new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the Advances (or portion thereof) it being converted. Any understood that any such conversion shall not constitute a borrowing for purposes borrowing. Each conversion of Section 6. (e) If the Borrower shall have failed to elect to continue an Advance does not reflect a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount repayment of the Loan represented by such converted Advance shall be automatically converted to or an ABR Advance at additional borrowing, but a continuation of the expiration of its Interest Periodoriginal obligation in full force and effect.

Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans made pursuant to one or more Borrowings of one or more Types of Term Loans into a Borrowing of another Type of Term Loan, provided that, (ai) Provided except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Term Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made is in existence on the last day date of the Interest Period applicable thereto. In additionconversion, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (iiiii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such no conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section 2.06 shall result in whole or in part, provided that the amount to be converted to a greater number of Borrowings of LIBOR Advance, when aggregated with any LIBOR Advance to be made on Loans than is permitted under Section 2.02. Each such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank Borrower by applying giving the proceeds of Administrative Agent at the new ABR Advance or LIBOR Advance, as Notice Office prior to 11:00 A.M. (New York City time) at least (x) in the case may beof conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Advances (Term Loans to be so converted, the Borrowing or portion thereof) being convertedBorrowings pursuant to which such Term Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes affecting any of Section 6. (e) its Term Loans. If the Borrower shall have failed requests a conversion to elect LIBOR Loans in any Notice of Conversion/Continuation but fails to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its specify an Interest Period, the amount it will be deemed to have specified an Interest Period of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Periodone month.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one three Business Day Days' prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion con version of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 1,000,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section 64 or 5). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the A Borrower may elect from time to time to convert one or more LIBOR of its Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount Advance to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the a Borrower may elect from time to time to convert its (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall promptly provide the applicable Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by a Borrower to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made to such Borrower on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, no Borrower shall have any right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by each Lender by reflecting the Bank by applying Type of Loan from the proceeds of Advance being converted to the new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the Advances (or portion thereof) it being converted. Any understood that any such conversion shall not constitute a borrowing for purposes borrowing. Each conversion of Section 6. (e) If the Borrower shall have failed to elect to continue an Advance does not reflect a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount repayment of the Loan represented by such converted Advance shall be automatically converted to or an ABR Advance at additional borrowing, but a continuation of the expiration of its Interest Periodoriginal obligation in full force and effect.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day’s prior to irrevocable notice of such election, which notice shall be irrevocable, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans and the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans, the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by facsimile of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the A or B (as applicable) Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advanceeach Eurodollar Advance with respect to the Revolving Credit A or B (as applicable) Loans, when aggregated with any LIBOR Eurodollar Advance to be made on such date with respect to such Revolving Credit Loans in accordance with Section 2.5(a) 2.5 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount plus a whole multiple of $100,000 1,000,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each A or B (as applicable) Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more LIBOR Advances to ABR Advances Standby Loans of the same or any other Type and with any Interest Period (if applicable) by submitting delivering (by hand delivery or telecopier) a duly executed Notice request for such Conversion in the form of Conversion Exhibit A-6 to the Bank at least one Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to such electionthe date of any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., which New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocableirrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided that any (C) Type of Standby Loans to which such conversion Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of LIBOR Advances shall only Standby Loans (or portions thereof) proposed to be made Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advancesthis subsection in respect of any Standby Loans, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such electionStandby Loans shall, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the then existing Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole therefor, automatically Convert into, or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceremain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (or portion thereof) being convertedduration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. Any such conversion shall not constitute a borrowing for purposes If, on the date of Section 6. (e) If any proposed Conversion, the Borrower shall have failed to elect to continue a LIBOR Advance fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as a new LIBOR Advance prior to the expiration of its Interest Periodcase may be, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. The Borrower shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans owing pursuant to a single Facility into a Borrowing or Borrowings pursuant to such Facility of another Type of Loan, PROVIDED that (ai) Provided no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans and C Term Loans-Fixed Rate may not be converted into Eurodollar Loans when a Default under Section 8.01 or an Event of Default is in existence on the date of the proposed conversion if the Administrative Agent or the Required Lenders shall existhave determined in its or their sole discretion not to permit such conversion, the Borrower may elect (iii) Borrowings of Eurodollar Loans resulting from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice this Section 1.06 shall be irrevocable, specifying the amount to be converted, limited in number as provided that any such in Section 1.02 and (iv) no conversion of LIBOR Advances any C Term Loan-Fixed Rate shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part1.06 until the FRE Date applicable thereto has occurred, provided that the amount to at which time such Loans shall be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, into Eurodollar Loans and/or Base Rate Loans as elected by the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion (or, in the absence of the outstanding balance of the Term Loangiving any such notice, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted into Base Rate Loans) and such resulting Eurodollar Loans and Base Rate Loans shall thereafter be subject to ABR Advances on the last day of the applicable Interest Period. (d) conversion as provided in this Section 1.06. Each such conversion shall be effected by the Bank by applying Borrower giving the proceeds of the new ABR Advance Administrative Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' (or LIBOR Advanceone Business Day's, as in the case may be, to the Advances of a conversion into Base Rate Loans) prior written notice (or portion thereoftelephonic notice promptly confirmed in writing) being converted(each, a "NOTICE OF CONVERSION") specifying the Loans to be so converted (including the relevant Facility), the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Federal Fund Advances by submitting a duly executed Notice of Conversion to giving the Bank at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Federal Fund Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Federal Fund Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which that are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "Notice of Conversion") shall be substantially in the form of Exhibit E, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section paragraph in whole or in part, provided that the amount to be converted to to, or continued as, a LIBOR Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) paragraph 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing Federal Fund Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR Federal Fund Advances shall be automatically continued as Federal Fund Advances and each Eurodollar Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion or continuation shall be effected by the Bank by applying the proceeds of the its new ABR Federal Fund Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section paragraphs 4 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default The Borrower shall have the option to convert, on any Business Day, all or Event of Default shall exist, the Borrower may elect from time a portion equal to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day Minimum Borrowing Amount of the Interest Period applicable thereto. In addition, the Borrower outstanding principal amount of Loans (other than Swingline Loans which may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may not be converted pursuant to this Section in whole 2.06) made pursuant to one or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having more Borrowings (so long as of the same Interest Period, shall be $500,000 Tranche) of one or more Types of Loans into a whole multiple of $100,000 in excess thereof. Borrowing (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance same Tranche) of the Term another Type of Loan, provided that on the effective date of such Interest that, (i) except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted into LIBOR Loans if any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (y) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period. Period of one (d1) month, and (iv) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Bank Borrower by applying giving the proceeds of Administrative Agent at the new ABR Advance or LIBOR Advance, as Notice Office prior to 1:00 P.M. (New York City time) at least (x) in the case may beof conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify the Advances (Loans to be so converted, the Borrowing or portion thereof) being convertedBorrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that PROVIDED THAT any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that PROVIDED THAT any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that PROVIDED THAT the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (dc) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (ed) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Advances may Each such notice (a "NOTICE OF CONVERSION") shall be converted pursuant to this Section substantially in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Periodform of Exhibit C, shall be $500,000 or a whole multiple of $100,000 in excess thereof.ir- (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Articles 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided On the terms and subject to the conditions of this Agreement and provided that no Default or Event of Default shall existhave occurred and be continuing, upon written notice, including by telecopy, given by Emons on behalf of the Borrowers to the Lender in substantially the form of Exhibit ------- F attached hereto and made a part hereof (the "Notice of Conversion"), the Borrower - -------------------- Borrowers may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances all or any portion of the Term Loan or any Working Capital Loan which is a Eurodollar Rate Loan to LIBOR Advances and a Base Rate Loan upon expiration of the applicable Interest Period, (ii) continue LIBOR Advances any Eurodollar Rate Loan as new LIBOR Advancesa Eurodollar Rate Loan upon the expiration of the applicable Interest Period, in each case by giving the Bank or (iii) convert any Base Rate Loan to a Eurodollar Rate Loan at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any time (any such conversion of ABR Advances to LIBOR Advances shall only be made date on a Business Day and which any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are Loan is to be converted being referred to such new LIBOR Advancesherein as a "Conversion Date"). Advances may be converted pursuant The original of --------------- each Notice of Conversion given to this Section in whole or in partthe Lender, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Periodby telecopy, shall be $500,000 sent to the Lender by regular mail within five (5) days of the applicable Conversion Date. Such Notice of Conversion shall be delivered to the Lender prior to 1:00 p.m. (Chicago time) three (3) Business Days prior to the proposed Conversion Date if conversion to, or continuation of, a whole multiple of $100,000 in excess thereofEurodollar Rate Loan is requested, and prior to 11:00 a.m. (Chicago time) on the proposed Conversion Date if conversion to a Base Rate Loan is requested. Each proposed Conversion Date shall be a Business Day. (b) Provided no Default or Event If the Borrowers shall fail to give notice of Default shall exist, the Borrower may enter into an duration of the proposed Interest Rate Protection Product Period with respect to all a proposed conversion of an outstanding Base Rate Loan or a portion continuation of the outstanding balance of the Term a Eurodollar Rate Loan, provided that on the effective date Borrowers shall be deemed not to have elected to convert the Base Rate Loan or continue the Eurodollar Rate Loan. If the Borrowers shall fail to give a timely and complete Notice of Conversion with respect to an outstanding Eurodollar Rate Loan in accordance with this Section 2.11, the Borrowers ------------ shall be deemed to have elected to convert such Interest outstanding Eurodollar Rate Protection Product, such portion of the Term Loan to be made subject to such Interest a Base Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (c) Any Notice of Conversion given or deemed to have been given pursuant to this Section 2.11 shall be irrevocable. ------------ (d) Each conversion Eurodollar Rate Loan shall be effected by converted to a Base Rate Loan at the Bank by applying the proceeds end of the new ABR Advance then applicable Interest Period if (i) an Event of Default has occurred and is continuing, or LIBOR Advance(ii) the Lender shall be unable to determine the Eurodollar Rate or shall have deemed the Eurodollar Rate to be inadequate or unfair (as provided in Section 2.3(b)). If the making -------------- or maintaining of Eurodollar Rate Loans shall be unlawful, impossible, inadequate or unfair (as provided in Section 2.3(b)), all Eurodollar Rate -------------- Loans then outstanding shall be converted into Base Rate Loans on either (i) the case last day of the Interest Period or Interest Periods applicable to such Loans if the Lender may belawfully continue to maintain and fund such Loans until such day, or (ii) immediately, if the Lender may not lawfully continue to the Advances (or portion thereof) being converted. Any fund and maintain such conversion shall not constitute a borrowing for purposes of Section 6Loans. (e) If Notwithstanding any provision in this Agreement to the Borrower contrary, Borrowers shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its no more than five (5) different Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance Periods outstanding for Eurodollar Rate Loans at the expiration of its Interest Periodany time.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time Convert any Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more LIBOR Advances to ABR Advances Loans of the same or any other Type and with any Interest Period (if applicable) by submitting delivering (by hand delivery or telecopier) a duly executed Notice request for such Conversion in the form of Conversion Exhibit B to the Bank at least one Administrative Agent no later than (i) 11:00 A.M. on the third Business Day prior to such electionthe date of any proposed Conversion into a Eurodollar Loan and (ii) 11:00 A.M., which on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocableirrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Loans (or portions thereof) proposed to be convertedConverted, provided that any (C) Type of Loans to which such conversion Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Loans resulting from such Conversion and (E) aggregate amount of LIBOR Advances shall only Loans (or portions thereof) proposed to be made Converted. No Eurodollar Loans may be Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advancesthis subsection in respect of any Loans, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such electionLoans shall, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the then existing Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole therefor, automatically Convert into, or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceremain as, as the case may be, ABR Loans, unless such Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (or portion thereof) being convertedduration of any Interest Period for Loans to be Converted into Eurodollar Loans, such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Loans with an Interest Period of one month’s duration. Any such conversion shall not constitute a borrowing for purposes If, on the date of Section 6. (e) If any proposed Conversion, the Borrower shall have failed to elect to continue a LIBOR Advance fulfill any condition set forth in Section 4.01, all Loans then outstanding shall, on such date, automatically Convert into, or remain as, as a new LIBOR Advance prior to the expiration of its Interest Periodcase may be, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default Subject to Section 2.7 and provided that the Borrower has, by giving notice to the Administrative Agent, requested the Lenders to convert all or Event a portion of Default shall existan outstanding Loan of a particular type into another type of Loan, the Lenders shall, on the date of conversion, continue to extend credit to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (without the same constituting a further advance of funds to the Borrower) in the aggregate principal amount equal to the principal amount of the outstanding Loan or the portion thereof which is being converted; provided that in respect of conversions of a Loan or any portion thereof denominated in one currency to a Loan or any portion thereof denominated in another currency, the Borrower may elect from shall at the time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on repay the last day of Loan or portion thereof being converted in the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, currency in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereofit was denominated. (b) Provided no Default or Event of Default shall existTo make an election pursuant to this Section 2.9, the Borrower may enter into an Interest Rate Protection Product with respect to all or shall notify the Agent of such election by delivering a portion written notice by the time that a request would be required under Sections 2.2 and 2.3 if the Borrower was requesting a Loan of the outstanding balance of the Term Loan, provided that type resulting from such election to be made on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to election. Each request for a conversion shall be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Productirrevocable. (c) Upon Each request for a conversion shall specify the occurrence following information in compliance with Sections 2.2 and during 2.3: (i) whether an outstanding Loan is to be converted and, if an outstanding Loan is to be converted, the continuance type of Loan to be converted; (ii) the principal amount of the Loan or the portion thereof which is to be converted; (iii) the effective date of the election made pursuant to such request for a conversion, which shall be a Business Day; (iv) whether the resulting Borrowing is to be a SOFR Loan, US Prime Rate Loan, Canadian Prime Rate Loan, a Term XXXXX Borrowing or a Daily Compounded XXXXX Borrowing; and (v) if the resulting Borrowing is to be a SOFR Loan, Term XXXXX Borrowing, or Daily Compounded XXXXX Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such request for a conversion requests a Term XXXXX Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) months’ duration. (d) Promptly following receipt of a Default or request for a conversion in accordance with this Section, the Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Loan. (e) If the Borrower specifies in the request for a conversion an Event of Default, all LIBOR Advances shall be automatically converted effective date for an election made pursuant to ABR Advances on such request for a conversion that is a day other than the last day of the applicable Interest Period, the Borrower shall be required to pay to the Lenders breakage fees in accordance with the terms of this Agreement. (df) Each In the event of any conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance any SOFR Loan, Term XXXXX Loan or LIBOR AdvanceDaily Compounded XXXXX Loan, as the case may beapplicable, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount end of the current Interest Period therefor, accrued interest on such Loan represented by such Advance shall be automatically converted payable on the effective date of such conversion, together with any breakage fees payable pursuant to an ABR Advance at the expiration of its Interest Periodthis Agreement.

Conversions. The Company (on behalf of all applicable Borrowers) shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans of one Type owing by a Borrower pursuant to a Borrowing under a Facility into a Borrowing by such Borrower under the same Facility of the other Type of Loans which can be made hereunder, PROVIDED that: (a) Provided either (i) all Loans made by all Borrowers pursuant to a Borrowing under the same Facility shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (ii) a fixed proportion of all Loans made by all Borrowers pursuant to a Borrowing under the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (iii) if permitted by the Administrative Agent, acting in the exercise of its reasonable discretion and taking into account the number of Borrowings consisting of Eurodollar Loans which will be outstanding hereunder, a fixed proportion or Dollar amount of any Loans made by a Borrower pursuant to a Borrowing under the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; (b) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto; (c) any conversion of Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans; (d) Prime Rate Loans may only be converted into Eurodollar Loans if no Default under section 10.1(a) or Event of Default is in existence on the date of the conversion unless the Required Tranche A Lenders, in the case of Tranche A Loans, or the Required Tranche B Lenders, in the case of Tranche B Loans, otherwise agree; and (e) Borrowings of Eurodollar Loans resulting from this section 2.8 shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion conform to the Bank requirements of section 2.1(d). Each such conversion shall be effected by the Company (on behalf of any applicable Borrower) giving the Administrative Agent at least one Business Day its Notice Office, prior to 11:00 A.M. (local time at such electionNotice Office), which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' (or prior irrevocable to 11:00 A.M. (local time at such Notice Office) same Business Day's, in the case of a conversion into Prime Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the form of such electionExhibit B-2, specifying the amount name of the applicable Borrower, the Loans to be so converted and the initial Interest Period relating theretoFacility under which such Loans were incurred, provided that any such conversion the Type of ABR Advances Loans to LIBOR Advances shall only be made on converted into and, if to be converted into a Business Day and any such conversion Borrowing of LIBOR Advances to new LIBOR Advances shall only be made on the last day of Eurodollar Loans, the Interest Period applicable to the LIBOR Advances which are to be converted to initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such new LIBOR Advancesproposed conversion affecting any of its Loans. Advances may be converted pursuant to this Section in whole or in part, provided that For the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple avoidance of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall existdoubt, the Borrower may enter into an Interest Rate Protection Product with respect to all prepayment or a portion repayment of the outstanding balance any Loans out of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advance, as the case may be, to the Advances (or portion thereof) being converted. Any such other Loans by a Borrower is not considered a conversion shall not constitute a borrowing for purposes of Section 6Loans into other Loans. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting delivering to the Administrative Agent by facsimile a duly executed Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Advances shall only be made on a Business Day and on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Eurodollar Advances or existing Eurodollar Advances to new Eurodollar Advances by delivering to the Administrative Agent by facsimile a Notice of Conversion (confirmed promptly, and (iiin any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion and, in the case of LIBOR existing Eurodollar Advances being converted to new LIBOR Advances shall only be made Eurodollar Advances, on the last day of the Eurodollar Interest Period applicable to thereto. The Administrative Agent shall promptly provide the LIBOR Advances which are to be converted to Lenders with notice of each such new LIBOR Advanceselection. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.5 and having the same Eurodollar Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 5,000,000 or such amount plus a whole multiple of $100,000 1,000,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (ed) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall Competitive Bid Loans may not be automatically converted to an ABR Advance at the expiration of its Interest Periodconverted.

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

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Federal Fund Advances by submitting a duly executed Notice of Conversion to giving the Bank at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Federal Fund Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Federal Fund Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which that are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit E, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section paragraph in whole or in part, provided that the amount to be converted to to, or continued as, a LIBOR Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) paragraph 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing Federal Fund Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR Federal Fund Advances shall be automatically continued as Federal Fund Advances and each Eurodollar Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion or continuation shall be effected by the Bank by applying the proceeds of the its new ABR Federal Fund Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section paragraphs 4 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (aA) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to a LIBOR to, or continued as, each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Amount. (bB) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable Interest Periodto such Eurodollar Advance. (dC) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Articles 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted con verted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such elec tion. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted con verted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Eurodollar Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 2,500,000 or such amount plus a whole multiple of $100,000 500,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Bor rower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (ed) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall Competitive Bid Loans may not be automatically converted to an ABR Advance at the expiration of its Interest Periodconverted.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting delivering to the Administrative Agent by facsimile a duly executed Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Advances shall only be made on a Business Day and on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to LIBOR Eurodollar Advances or existing Eurodollar Advances to new Eurodollar Advances by delivering to the Administrative Agent by facsimile a Notice of Conversion (confirmed promptly, and (iiin any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ ' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion and, in the case of LIBOR existing Eurodollar Advances being converted to new LIBOR Advances shall only be made Eurodollar Advances, on the last day of the Eurodollar Interest Period applicable to thereto. The Administrative Agent shall promptly provide the LIBOR Advances which are to be converted to Lenders with notice of each such new LIBOR Advanceselection. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.5 and having the same Eurodollar Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 5,000,000 or such amount plus a whole multiple of $100,000 1,000,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) convert ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Bank Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Eurodollar Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 2,500,000 or such amount plus a whole multiple of $100,000 500,000 in excess thereof. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Articles 4, 5 or 6). (ed) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall Competitive Bid Loans may not be automatically converted to an ABR Advance at the expiration of its Interest Periodconverted.

Conversions. (a) Provided no Default or Event of Default shall exist, the 1. The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Advances by submitting a duly executed Notice of Conversion to giving the Bank Agent at least one Business Day Day's prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided provided, that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert a. ABR Advances to LIBOR Eurodollar Advances and (ii) continue LIBOR b. Eurodollar Advances as to new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Agent at least three Business Days’ ' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion of LIBOR Eurodollar Advances to new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to such new LIBOR Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to a LIBOR each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.3 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be equal no less than $500,000 1,000,000 or such amount PLUS a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist2. Notwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all LIBOR ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable Interest Periodto such Eurodollar Advance. (d) 3. Each conversion shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section Sections 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more LIBOR Advances to ABR Advances Standby Loans of the same or any other Type and with any Interest Period (if applicable) by submitting delivering (by hand delivery or telecopier) a duly executed Notice request for such Conversion in the form of Conversion Exhibit A-6 to the Bank at least one Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to such electionthe date of any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., which New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocableirrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided that any (C) Type of Standby Loans to which such conversion Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of LIBOR Advances shall only Standby Loans (or portions thereof) proposed to be made Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to (i) convert ABR Advances give a timely Conversion Request pursuant to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advancesthis subsection in respect of any Standby Loans, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such electionStandby Loans shall, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the then existing Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole therefor, automatically Convert into, or in part, provided that the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Advanceremain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the Advances (or portion thereof) being convertedduration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. Any such conversion shall not constitute a borrowing for purposes If, on the date of Section 6. (e) If any proposed Conversion, the Borrower shall have failed to elect to continue a LIBOR Advance fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as a new LIBOR Advance prior to the expiration of its Interest Periodcase may be, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodLoans.

Conversions. (a) Provided no Default or Event of Default shall exist, the The Borrower may elect from time to time to convert one or more LIBOR Eurodollar Advances to ABR Base Rate Advances by submitting a duly executed Notice of Conversion to giving the Bank Administrative Agent at least one three (3) Business Day Days prior to irrevocable notice of such election, which notice shall be irrevocable, specifying the amount to be converted, provided that any such conversion of LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Base Rate Advances comprising all or a portion of Loans to LIBOR Eurodollar Advances and (ii) continue LIBOR Eurodollar Advances as new LIBOR AdvancesEurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Bank Administrative Agent at least three (3) Business Days’ Days prior irrevocable notice of such election, in the case of a conversion to, or continuation of, Eurodollar Advances, specifying (i) the amount to be so converted or continued and the initial Interest Period relating theretothereto and (ii) provided, provided Loans consisting of Eurodollar Advances shall be limited to not more than twelve (12) different maturities at any time, provided, further that any such conversion of ABR Base Rate Advances to LIBOR Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of LIBOR Eurodollar Advances to as new LIBOR Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Eurodollar Advances which are to be converted to continued as such new LIBOR Eurodollar Advances. Each such notice (a "Notice of Conversion") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by facsimile (confirmed promptly, and in any event within five (5) Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to a LIBOR to, or continued as, each Eurodollar Advance, when aggregated with any LIBOR Eurodollar Advance to be made on such date in accordance with Section 2.5(a) 2.2 and having the same Interest PeriodPeriod as such first Eurodollar Advance, shall be $500,000 or a whole multiple of $100,000 in excess thereofequal the Minimum Borrowing Amount. (b) Provided no Default or Event of Default shall existNotwithstanding anything in this Agreement to the contrary, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing Base Rate Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all LIBOR Base Rate Advances shall be automatically continued as Base Rate Advances and all Eurodollar Advances shall be automatically converted to ABR Base Rate Advances on the last day of the current Interest Period applicable Interest Periodto such Eurodollar Advance. (dc) Each conversion or continuation shall be effected by the Bank each Lender by applying the proceeds of the its new ABR Base Rate Advance or LIBOR Eurodollar Advance, as the case may be, to the its Advances (or portion thereof) being converted. Any converted (it being understood that any such conversion or continuation shall not constitute a borrowing Borrowing for purposes of Section Articles 4, 5 or 6). (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. Each US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of US Revolving Loans made pursuant to one or more Borrowings of one or more Types of US Revolving Loans into a Borrowing of another Type of US Revolving Loan; provided that, (a) Provided except as otherwise provided in Section 2.10(b), US LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the US Revolving Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (b) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, (c) unless the Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (c) shall existno longer be applicable ), the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion prior to the Bank at least one Business Day prior to such election60th day following the Effective Date, which notice shall conversions of Base Rate Loans into US LIBOR Loans may only be irrevocable, specifying the amount to be converted, provided that made if any such conversion of LIBOR Advances shall only be made is effective on the last first day of the first or second Interest Period applicable thereto. In addition, the Borrower may elect from time referred to time to in clause (iB) convert ABR Advances to LIBOR Advances of Section 2.01(a)(ii) and (ii) continue LIBOR Advances so long as new LIBOR Advances, in each case by giving the Bank at least three Business Days’ prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion does not result in a greater number of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion Borrowings of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable Loans prior to the LIBOR Advances which 60th day after the Initial Borrowing Date than are to be converted to such new LIBOR Advances. Advances may be converted permitted under Section 2.01(a)(ii), (d) no conversion pursuant to this Section 2.06 shall result in whole or a greater number of Borrowings of US LIBOR Loans than are permitted under Section 2.02 and (e) for the avoidance of doubt, in part, provided that the amount to no event shall any US Revolving Loan be converted to a LIBOR Advance, when aggregated with into any LIBOR Advance to UK Revolving Loan and in no event shall any UK Revolving Loan be made on converted into any US Revolving Loan. Each such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (c) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period. (d) Each conversion shall be effected by the Bank respective US Borrower by applying giving the proceeds of Administrative Agent at the new ABR Advance or LIBOR Advance, as Notice Office prior to 11:00 A.M. (New York City time) at least (i) in the case may beof conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (ii) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Advances (Revolving Loans to be so converted, the Borrowing or portion thereof) being convertedBorrowings pursuant to which such Revolving Loans were incurred and, if to be converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. Any The Administrative Agent shall give each Lender prompt notice of any such proposed conversion shall not constitute a borrowing for purposes of Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration affecting any of its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest PeriodRevolving Loans.