Common use of RATE CONVERSION AND RATE CONTINUATION Clause in Contracts

RATE CONVERSION AND RATE CONTINUATION. The Borrower shall have the right to convert or continue any Revolving Credit Borrowing as a LIBOR Rate Borrowing or an Alternate Base Rate Borrowing, upon request delivered by the Borrower to the Agent not later than 12:00 noon (Cleveland time): (a) on the Business Day that Borrower desires to convert any LIBOR Rate Borrowing into an Alternate Base Rate Borrowing, (b) three Business Days prior to the Business Day on which the Borrower desires to convert any Alternate Base Rate Borrowing into a LIBOR Rate Borrowing for a given Interest Period, (c) three Business Days prior to the Business Day on which Borrower desires to continue any LIBOR Rate Borrowing as a LIBOR Rate Borrowing for an additional Interest Period of the same duration, and (d) three Business Days prior to the Business Day on which Borrower desires to convert any LIBOR Rate Borrowing having a particular Interest Period into a LIBOR Rate Borrowing having a different permissible Interest Period; provided, however, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made among the Banks based upon such Bank's Ratable Portion of such converted or continued Revolving Credit Borrowing; (ii) if less than all the outstanding principal amount of a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing converted or continued shall be: (A) in the case of a LIBOR Rate Borrowing, not less than One Million Dollars ($1,000,000), or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof and (B) in the case of an Alternate Base Rate Borrowing, One Hundred Thousand Dollars ($100,000); (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank were applying the proceeds of Loans resulting from such Rate Conversion or Rate Continuation to Loans being converted or continued, as the case may be, and the accrued interest on any such Loans (or portion thereof) being converted or continued shall be paid to the Agent on behalf of each Bank by the Borrower at the time of such Rate Conversion or Rate Continuation; (iv) LIBOR Rate Loans shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower shall pay to the Agent for the benefit of the Banks, upon demand, any amounts due to any of the Banks pursuant to Section 0.4 of this Agreement; (v) a Revolving Credit Borrowing may not be converted into or continued as a LIBOR Rate Borrowing if the Interest Period applicable thereto will expire less than one month prior to the Revolving Credit Termination Date; (vi) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing may not be converted or continued as a LIBOR Rate Borrowing; and (vii) any LIBOR Rate Borrowing that cannot be continued as a LIBOR Rate Borrowing by reason of clause (iv), (v), (vi) or (vi) of this definition shall be automatically converted at the end of the Interest Period in effect for each LIBOR Rate Borrowing into an Alternate Base Rate Borrowing. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex or cable (in the case of telex or cable, confirmed in writing prior to the effective date of the Rate Conversion or Rate Continuation requested), in substantially the form of Exhibit C hereto. The Rate Conversion/Continuation Request shall specify: (A) the identity and amount of the Loans comprising a Revolving Credit Borrowing that the Borrower requests be converted or continued, (B) the Type of Loans into which such Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of a Revolving Credit Borrowing converted into or continued as a LIBOR Rate Borrowing, the Interest Period for such LIBOR Rate Loans. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Borrower shall elect.

RATE CONVERSION AND RATE CONTINUATION. The A Borrower shall have the right to convert all or continue any portion of Revolving Credit Borrowing as a or Term Borrowings into, or continue all or any portion of the Advances comprising any Borrowing as, LIBOR Rate Borrowing Advances or an Alternate Base Rate BorrowingAdvances, upon request delivered by the Borrower Representative for on or behalf of any Borrower to the Administrative Agent not later than 12:00 noon 11:00 A.M. (Cleveland central time): (a) on the Business Day that a Borrower desires to convert any LIBOR Rate Borrowing denominated in Dollars into an Alternate Base Rate Borrowing, (b) three Business Days prior to the Business Day on which the Borrower desires to convert any Alternate Base Rate Borrowing into a LIBOR Rate Borrowing denominated in Dollars for a given Interest Period, (c) three Business Days prior to the Business Day on which Borrower desires to continue any LIBOR Rate Borrowing as a LIBOR Rate Borrowing Borrowing, whether denominated in Dollars or an Alternate Currency, for an additional Interest Period of the same duration, and (d) three Business Days prior to the Business Day on which Borrower desires to convert any LIBOR Rate Borrowing having a particular Interest Period into a LIBOR Rate Borrowing having a different permissible Interest Period; provided, however, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made ratably among the Banks based upon such Bank's Ratable Portion of such converted or continued Advance comprising a Revolving Credit Borrowing or Term Borrowing; (ii) if less than all the outstanding principal amount of a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing converted or continued shall be: (A) in the case of a LIBOR Rate Borrowing, not less than One Million Dollars ($1,000,000), or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof and (B) in the case of an Alternate Base Rate Borrowing, One Hundred Thousand Dollars ($100,000); (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank were applying the proceeds of Loans Advances resulting from such Rate Conversion or Rate Continuation to Loans Advances being converted or continued, as the case may be, and the accrued interest on any such Loans Advances (or portion thereof) being converted or continued shall be paid to the Administrative Agent on behalf of each Bank by the Borrower at the time of such Rate Conversion or Rate Continuation; (iv) a LIBOR Rate Loans Borrowing shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower shall pay to the Agent for the benefit of the Bankspay, upon demand, any amounts due to any of the Banks pursuant to Section 0.4 12.4 of this Agreement; (v) a Revolving Credit Borrowing Advances may not be converted into or continued as a LIBOR Rate Borrowing if the Interest Period applicable thereto will expire less than one month prior to the Revolving Credit Termination Date; (vi) Advances may not be converted into or continued as LIBOR Advances comprising a Term Borrowing unless the Interest Period applicable thereto expires on or prior to the maturity of the Loans comprising such Term Borrowing; (vii) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing Advances denominated in Dollars may not be converted or continued as a LIBOR Borrowing; (viii) with respect to LIBOR Advances comprising a Term Borrowing, no Interest Period can be selected which ends after any Term Advance Repayment Date, unless, after giving effect to such selection, the aggregate unpaid principal amount of Alternate Base Rate BorrowingLoans, together with the aggregate unpaid principal amount of all Term Borrowings which are comprised of LIBOR Advances with Interest Periods ending on or prior to such Term Advance Repayment Date shall be at least equal to that portion of the aggregate principal amount of the Term Advance due and payable on and prior to such Term Advance Repayment Date; and (viiix) any LIBOR Rate Borrowing Advances that cannot be converted into or continued as a LIBOR Rate Borrowing Advances by reason of clause (iv), (v), (vi) or (vi) of this definition shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Advances into an Alternate Base Rate BorrowingAdvances, except that LIBOR Advances denominated in an Alternate Currency that cannot be converted or continued by reason of clause (v) of this definition shall become due and payable upon the last day of the applicable Interest Period with respect thereto. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of a Revolving Credit Borrowing or a Term Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex a written or cable telephonic notice (in the case of telex or cablea telephonic notice, promptly confirmed in writing prior to if so requested by the effective date of the Administrative Agent). Each written Rate Conversion Conversion/Continuation Request or Rate Continuation requested), written confirmation thereof shall be substantially in substantially the form of Exhibit C attached hereto, signed by the Borrower Representative and transmitted by the Borrower Representative and transmitted by the Borrower Representative to the Administrative Agent by telecopier. The Each written and telephonic Rate Conversion/Continuation Request and each confirmation thereof shall specify: (A) the identity and amount of the Loans Advances comprising a Revolving Credit Borrowing or Term Borrowing that the Borrower Representative requests be converted or continued, (B) the Type of Loans Borrowing into which such Loans Advances are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and ), (D) in the case of a Revolving Credit Borrowing or Term Borrowing being converted into or continued as a LIBOR Rate Borrowing, the currency in which such LIBOR Borrowing is denominated and (E) in the case of a Revolving Credit Borrowing being converted into or continued as LIBOR Borrowing, the Interest Period for such LIBOR Rate LoansBorrowing. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Administrative Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Administrative Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrower Borrowers and subject the Borrower Borrowers to the indemnification provisions of Section 0 12 of this Agreement. The Borrower for which a Rate Conversion/Continuation Request was made shall bear all risks related to giving any such Rate Conversion/Continuation Request by the Borrower Representative on behalf of such Borrower whether given telephonically or by such other method of transmission as the Borrower Representative shall elect.

RATE CONVERSION AND RATE CONTINUATION. The Borrower Borrowers shall have the right to convert all or continue any portion of the Alternate Base Rate Loans or LIBOR Rate Loans comprising a Revolving Credit Borrowing as a into LIBOR Rate Borrowing Loans or an Alternate Base Rate BorrowingLoans, as the case may be, or continue all or any portion of the LIBOR Rate Loans comprising a Revolving Credit Borrowing as, LIBOR Rate Loans or Alternate Base Rate Loans, as the case may be, upon request delivered by the Borrower Representative to the Administrative Agent not later than 12:00 noon 4:00 p.m. (Cleveland time): Eastern Time) as follows: (a) on the Business Day that the Borrower Representative desires to convert any all or a portion of outstanding LIBOR Rate Borrowing Loans into an Alternate Base Rate BorrowingLoans, (b) three (3) Business Days prior to the Business Day on which the Borrower Representative desires to convert any all or a portion of outstanding Alternate Base Rate Borrowing Loans into a LIBOR Rate Borrowing Loans for a given permissible Interest Period, or (c) three (3) Business Days prior to the Business Day on which the Borrower Representative desires to continue any all or a portion of outstanding LIBOR Rate Borrowing Loans as a LIBOR Rate Borrowing Loans for an additional Interest Period of the same duration, and (d) three Business Days prior to the Business Day on which Borrower desires to convert any LIBOR Rate Borrowing having a particular Interest Period into duration or as a LIBOR Rate Borrowing having a different permissible Interest Period; provided, however, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made among the Banks based upon such Bank's Ratable Portion of such converted or continued Revolving Credit Borrowing; (iia) if less than all of the outstanding principal amount of a Revolving Credit Borrowing Loan is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing Loans converted or continued shall be: (A) in the case of a LIBOR Rate Borrowing, be not less than One Million Dollars ($1,000,000), or an integral multiple of One Hundred Thousand Million Dollars ($100,0001,000,000) in excess thereof and (B) in the case of an Alternate Base Rate Borrowing, One Hundred Thousand Dollars ($100,000)thereof; (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank were applying the proceeds of Loans resulting from such Rate Conversion or Rate Continuation to Loans being converted or continued, as the case may be, and the accrued interest on any such Loans (or portion thereof) being converted or continued shall be paid to the Agent on behalf of each Bank by the Borrower at the time of such Rate Conversion or Rate Continuation; (ivb) LIBOR Rate Loans shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower Borrowers shall pay to the Agent for the benefit of the Bankspay, upon demand, any amounts due to any of the Banks Lender pursuant to Section 0.4 12.4 of this Agreement; (vc) a After the occurrence of an Event of Default which is continuing, Revolving Credit Borrowing Loans may not be converted into or continued (at the expiration of the Interest Period applicable thereto) as LIBOR Rate Loans; (d) Revolving Credit Loans may not be converted into or continued as a LIBOR Rate Loans so as to comprise a Revolving Credit Borrowing if the Interest Period applicable thereto will expire less than one month prior to on or after the Revolving Credit Termination Date; (vi) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing may not be converted or continued as a LIBOR Rate Borrowing; and (viie) any LIBOR Rate Borrowing Revolving Credit Loans that cannot be converted into or continued as a LIBOR Rate Borrowing Loans by reason of clause (iv), (v), (vic) or (vid) of this definition Section shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Loans into an Alternate Base Rate BorrowingLoans. Each such request for a conversion or continuation (a "“Rate Conversion/Continuation Request"”) in respect of a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex a written or cable telephonic notice (in the case of telex or cablea telephonic notice, promptly confirmed in writing prior to the effective date of the writing). Each written Rate Conversion Conversion/Continuation Request or Rate Continuation requested), written confirmation thereof shall be substantially in substantially the form of Exhibit C attached hereto. The Rate Conversion/Continuation Request shall specify: (A) the identity and amount of the Loans comprising a Revolving Credit Borrowing that , signed or otherwise acceptably authenticated by the Borrower requests be converted or continued, (B) Representative and transmitted to the Type of Loans into which such Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of a Revolving Credit Borrowing converted into or continued as a LIBOR Rate Borrowing, the Interest Period for such LIBOR Rate Loans. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Administrative Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic telecopier or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Borrower shall electelectronic mail.

RATE CONVERSION AND RATE CONTINUATION. The Borrower shall have the right to convert all or any portion of any Borrowing into, or continue all or any Revolving Credit portion of any Borrowing as as, a Borrowing comprised of LIBOR Rate Borrowing Advances or an Alternate Base Rate BorrowingAdvances, as the case may be, upon request delivered by the Borrower to the Agent not later than 12:00 noon 11:00 A.M. (Cleveland time): ) as follows: (a) on the Business Day that the Borrower desires to convert any all or a portion of a Revolving Credit Borrowing comprised of LIBOR Rate Advances into a Revolving Credit Borrowing into an comprised of Alternate Base Rate BorrowingAdvances, (b) three Business Days prior to the Business Day on which the Borrower desires to convert any Alternate Base Rate Advances comprising a Revolving Credit Borrowing into a LIBOR Rate Borrowing Advances for a given permissible Interest PeriodPeriod comprising a Revolving Credit Borrowing, (c) three Business Days prior to the Business Day on which Borrower desires to continue any LIBOR Rate Advances comprising a Revolving Credit Borrowing as a LIBOR Rate Borrowing Advances for an additional Interest Period of the same durationduration comprising a Revolving Credit Borrowing, and (d) three Business Days prior to the Business Day on which Borrower desires to convert any LIBOR Rate Borrowing Advances having a particular Interest Period comprising a Revolving Credit Borrowing into a LIBOR Rate Borrowing Advances having a different permissible Interest PeriodPeriod comprising a Revolving Credit Borrowing; providedPROVIDED, howeverHOWEVER, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made among the Banks based upon such Bank's Ratable Portion of such converted or continued Advance comprising a Revolving Credit Borrowing; (ii) if less than all of the outstanding principal amount of an Advance comprising a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing Advances converted or continued shall be: (A) in the case of a LIBOR Rate BorrowingAdvances, not less than One Million Five Hundred Thousand Dollars ($1,000,000500,000), or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof and (B) in the case of an Alternate Base Rate BorrowingAdvances, One Hundred Thousand Dollars ($100,000); (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank were applying the proceeds of Loans the Advances resulting from such Rate Conversion or Rate Continuation to Loans the Advances being converted or continued, as the case may be, and the accrued interest on any such Loans Advances (or portion thereof) being converted or continued shall be paid to the Agent on behalf of each Bank by the Borrower at the time of such Rate Conversion or Rate Continuation; (iv) LIBOR Rate Loans Advances shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower shall pay pay, upon demand, any amounts due to the Agent for the benefit of the Banks, upon demand, any amounts due to any of the Banks pursuant to Section 0.4 13 of this Agreement; (v) a Revolving Credit Borrowing Advances may not be converted into or continued as a LIBOR Rate Advances comprising a Revolving Credit Borrowing if the Interest Period applicable thereto will expire less than one month prior to the Revolving Credit Termination Date; (vi) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which that has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing Advances may not be converted or continued as a LIBOR Rate Borrowing; andAdvances; (vii) any LIBOR Rate Borrowing Advances that cannot be converted into or continued as a LIBOR Rate Borrowing Advances by reason of clause (iv), (v), (vi) or (vivii) of this definition shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Advances into an Alternate Base Rate BorrowingAdvances. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of Advances comprising a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex or cable (in the case of telex or cable, confirmed in writing prior to the effective date of the Rate Conversion or Rate Continuation requested), in substantially the form of Exhibit EXHIBIT C hereto. The Rate Conversion/Continuation Request shall specify: (A) the identity and amount of the Loans Advances comprising a Revolving Credit Borrowing that the Borrower requests be converted or continued, (B) the Type of Loans Advances into which such Loans Advances are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of Advances comprising a Revolving Credit Borrowing being converted into or continued as a LIBOR Rate BorrowingAdvances, the Interest Period for such LIBOR Rate LoansAdvances. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 12:30 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 13 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Borrower shall elect.

RATE CONVERSION AND RATE CONTINUATION. The Borrower shall have the right to convert or continue any Revolving Credit Borrowing Borrowings as a LIBOR Rate Borrowing Loans or an Alternate Base Prime Rate BorrowingLoans, as the case may be, upon request delivered by the Borrower to the Agent not later than 12:00 noon 11:00 a.m. (Cleveland Cleveland, Ohio time): (a) on the Business Day that the Borrower desires to convert any LIBOR Rate Loans comprising a Revolving Credit Borrowing into an Alternate Base Prime Rate Loans so as to comprise a Revolving Credit Borrowing, (b) three (3) Business Days prior to the Business Day on which the Borrower desires to convert any Alternate Base Prime Rate Loans comprising a Revolving Credit Borrowing into a LIBOR Rate Borrowing Loans for a given Interest PeriodPeriod so as to comprise a Revolving Credit Borrowing, (c) three (3) Business Days prior to the Business Day on which the Borrower desires to continue any LIBOR Rate Loans comprising a Revolving Credit Borrowing as a LIBOR Rate Borrowing Loans for an additional Interest Period of the same durationduration so as to comprise a Revolving Credit Borrowing, and (d) three (3) Business Days prior to the Business Day on which the Borrower desires to convert any LIBOR Rate Borrowing Loans having a particular Interest Period comprising a Revolving Credit Borrowing into a LIBOR Rate Borrowing Loans having a different permissible Interest PeriodPeriod so as to comprise a Revolving Credit Borrowing; provided, however, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made among the Banks Lenders based upon such BankLender's Ratable Portion of such converted or continued Loan comprising a Revolving Credit Borrowing; (ii) if less than all the outstanding principal amount of a Loan comprising a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing Loans converted or continued shall be: (A) in the case of a LIBOR Rate BorrowingLoans, not less than One Million Dollars ($1,000,000), or or, if greater, an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof and (B) in the case of an Alternate Base Prime Rate BorrowingLoans, not less than One Hundred Thousand Dollars ($100,000), or if greater, an integral multiple of One Thousand Dollars ($1,000); (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank Lender were applying the proceeds of the Loans resulting from such Rate Conversion or Rate Continuation to the Loans being converted or continued, as the case may be, and the accrued interest on any such Loans (or portion thereof) being converted or continued shall be paid to the Agent on behalf of each Bank Lender by the Borrower at the time of such Rate Conversion or Rate Continuation; (iv) LIBOR Rate Loans shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower shall pay to the Agent for the benefit of the Bankspay, upon demand, any amounts due to any of the Banks Agent pursuant to Section 0.4 13 of this Agreement; (v) a Revolving Credit Borrowing Loans may not be converted into or continued as a LIBOR Rate Loans so as to comprise a Revolving Credit Borrowing if (A) without limiting the generality or effect of Section 3.2(b) below, there then exists an Event of Default or Potential Default or (B) the Interest Period applicable thereto will expire less than one (1) month prior to the Revolving Credit Termination Date;; and (vi) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing may not be converted or continued as a LIBOR Rate Borrowing; and (vii) any LIBOR Rate Borrowing Loans that cannot be converted into or continued as a LIBOR Rate Borrowing Loans by reason of clause (iv), (v), (vi) or (viv) of this definition Section 2.7 shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Loans into an Alternate Base Prime Rate BorrowingLoans. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of Loans comprising a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex or cable (in the case of telex or cable, confirmed in writing prior to the effective date of the Rate Conversion or Rate Continuation requested), in substantially the form of Exhibit C attached hereto. The Rate Conversion/Continuation Request shall specify: (A) the identity and amount of the Loans comprising a Revolving Credit Borrowing that the Borrower requests be converted or continued, (B) the Type of Loans into which such Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of Loans comprising a Revolving Credit Borrowing being converted into or continued as a LIBOR Rate BorrowingLoans, the Interest Period for such LIBOR Rate Loans. The Borrower may make Rate Conversion/Continuation Requests telephonically so long telephonically, provided, that in the case of Loans comprising a Revolving Credit Borrowing being converted into or continued as LIBOR Rate Loans, written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 2:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 13 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as the Borrower shall elect.

RATE CONVERSION AND RATE CONTINUATION. The Borrower shall have the right to convert or continue all or a portion of the Loans comprising a Borrowing into, or continue all or any Revolving Credit portion of the Loans comprising a Borrowing as a as, LIBOR Rate Borrowing Loans or an Alternate Base Rate BorrowingLoans, as the case may be, upon request delivered by the Borrower to the Administrative Agent not later than 12:00 noon 11:00 a.m. (Cleveland time): local time at the Notice office of the Administrative Agent) as follows: (a) on the Business Day that the Borrower desires to convert any all or a portion of the LIBOR Rate Loans comprising a Revolving Credit Borrowing into an Alternate Base Rate BorrowingLoans, (b) three Business Days prior to the Business Day on which the Borrower desires to convert any Alternate Base Rate Loans comprising such Borrowing into a LIBOR Rate Borrowing Loans for a given permissible Interest Period, (c) three Business Days prior to the Business Day on which the Borrower desires to continue any LIBOR Rate Loans comprising such a Borrowing as a LIBOR Rate Borrowing Loans for an additional Interest Period of the same duration, and (d) three Business Days prior to the Business Day on which the Borrower desires to convert any LIBOR Rate Borrowing Loans having a particular Interest Period comprising such a Borrowing into a LIBOR Rate Borrowing Loans having a different permissible Interest Period; providedPROVIDED, howeverHOWEVER, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation of Loans comprising a Borrowing shall be made among the Banks Lenders based upon each such BankLender's Ratable Portion of such converted or continued Revolving Credit Borrowing; (ii) if less than all of the outstanding principal amount of a Loan comprising a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing Loans converted or continued shall be: (A) in the case of a LIBOR Rate BorrowingLoans, not less than One Three Million Dollars ($1,000,0003,000,000), or an integral multiple of One Hundred Thousand Million Dollars ($100,0001,000,000) in excess thereof and (B) in the case of an Alternate Base Rate BorrowingLoans, One Two Hundred Fifty Thousand Dollars ($100,000)250,000) or an integral multiple of Ten Thousand Dollars ($10,000) in excess thereof; (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank Lender were applying the proceeds of the Loans resulting from such Rate Conversion or Rate Continuation to the Loans being converted or continued, as the case may be, and the accrued interest on any such Loans (or portion thereof) being converted or continued shall be paid to the Administrative Agent on behalf of each Bank Lender by the Borrower at the time of such Rate Conversion or Rate Continuation; (iv) LIBOR Rate Loans shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower shall pay to the Agent for the benefit of the Bankspay, upon demand, any amounts due to any of the Banks Administrative Agent pursuant to Section 0.4 14.4 of this Agreement; (v) a Revolving Credit Borrowing Loans may not be converted into or continued as a LIBOR Rate Loans so as to comprise a Revolving Credit Borrowing if the Interest Period applicable thereto will expire less than one month prior on or after to the Revolving Credit Termination Date; (vi) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which is continuing and has not been waived or otherwise consented to by the Required Banksin accordance with Section 15.1 hereof, a Revolving Credit Borrowing Loans may not be converted into or continued (at the expiration of the Interest Period applicable thereto) as a LIBOR Rate BorrowingLoans; and (vii) any LIBOR Rate Borrowing Loans that cannot be converted into or continued as a LIBOR Rate Borrowing Loans by reason of clause (iv), (v), (vi) or (vi) of this definition Section shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Loans into an Alternate Base Rate BorrowingLoans. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex a written or cable telephonic notice (in the case of telex or cablea telephonic notice, promptly confirmed in writing prior to if so requested by the effective date of the Administrative Agent). Each written Rate Conversion Conversion/Continuation Request or Rate Continuation requested), written confirmation thereof shall be substantially in substantially the form of Exhibit C attached hereto, signed by the Borrower and transmitted to the Administrative Agent by telecopier. The Rate Conversion/Continuation Each written and telephonic Credit Request and each confirmation thereof shall specify: (A) the identity and amount of the Loans comprising a Revolving Credit or a Term B Borrowing that the Borrower requests be converted or continued, (B) the Type of Loans into which such Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of Loans comprising a Revolving Credit Borrowing being converted into or continued as a LIBOR Rate BorrowingLoans, the Interest Period for such LIBOR Rate Loans. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Administrative Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Administrative Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 14 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Borrower shall electtelephonically.

RATE CONVERSION AND RATE CONTINUATION. The Borrower Borrowers shall have the right to convert all or continue any portion of the Revolving Credit Advances comprising a Revolving Credit Borrowing as into, or continue all or any portion of the Revolving Credit Advances comprising a Revolving Credit Borrowing as, LIBOR Rate Borrowing Advances or an Alternate Base Rate BorrowingAdvances, as the case may be, upon request delivered by the Borrower Representative to the Administrative Agent not later than 12:00 noon 2:00 p.m. (Cleveland time): ) as follows: (a) on the Business Day that Borrower desires the Borrowers desire to convert any all or a portion of the LIBOR Rate Borrowing Advances into an Alternate Base Rate BorrowingAdvances, (b) three (3) Business Days prior to the Business Day on which the Borrower desires Borrowers desire to convert any all or a portion of the outstanding Alternate Base Rate Borrowing Advances into a LIBOR Rate Borrowing for a given permissible Interest Period, or (c) three (3) Business Days prior to the Business Day on which Borrower desires the Borrowers desire to continue any LIBOR Rate Advance comprising a LIBOR Rate Borrowing as a LIBOR Rate Borrowing for an additional Interest Period of the same duration, and (d) three Business Days prior to the Business Day on which Borrower desires to convert any LIBOR Rate Borrowing having a particular Interest Period into duration or as a LIBOR Rate Borrowing having a different permissible Interest Period; provided, however, that each such Rate Conversion or Rate Continuation shall be subject to the following: (i) each Rate Conversion or Rate Continuation shall be made among the Banks based upon such Bank's Ratable Portion of such converted or continued Revolving Credit Borrowing; (iia) if less than all of the outstanding principal amount of a Revolving Credit Borrowing is converted or continued, the aggregate principal amount of such Revolving Credit Borrowing converted or continued shall be: (A) in the case of a LIBOR Rate Borrowing, be not less than One Million Five Hundred Thousand Dollars ($1,000,000500,000), or an integral multiple of One Five Hundred Thousand Dollars ($100,000500,000) in excess thereof and (B) in the case of an Alternate Base Rate Borrowing, One Hundred Thousand Dollars ($100,000)thereof; (iii) each Rate Conversion or Rate Continuation shall be effected as if each Bank were applying the proceeds of Loans resulting from such Rate Conversion or Rate Continuation to Loans being converted or continued, as the case may be, and the accrued interest on any such Loans (or portion thereof) being converted or continued shall be paid to the Agent on behalf of each Bank by the Borrower at the time of such Rate Conversion or Rate Continuation; (ivb) LIBOR Rate Loans Advances shall not be converted or continued at a time other than the end of an Interest Period applicable thereto unless the Borrower Borrowers shall pay to the Agent for the benefit of the Bankspay, upon demand, any amounts due to any of the Banks Lenders pursuant to Section 0.4 18.5 of this Agreement; (vc) a After the occurrence of an Event of Default which is continuing, Revolving Credit Borrowing Advances may not be converted into or continued (at the expiration of the Interest Period applicable thereto) as LIBOR Rate Advances; (d) Revolving Credit Advances may not be converted into or continued as a LIBOR Rate Advances so as to comprise a Revolving Credit Borrowing if the Interest Period applicable thereto will expire less than one month prior to on or after the Revolving Credit Termination Date; (vie) after and during the continuance of a Potential Default, and after the occurrence of an Event of Default which has not been waived or otherwise consented to by the Required Banks, a Revolving Credit Borrowing may not be converted or continued as a LIBOR Rate Borrowing; and (vii) any LIBOR Rate Borrowing Advances that cannot be converted into or continued as a LIBOR Rate Borrowing Advances by reason of clause (iv), (v), (vic) or (vid) of this definition Section shall be automatically converted at the end of the Interest Period in effect for each such LIBOR Rate Borrowing Advances into an Alternate Base Rate BorrowingAdvances. Each such request for a conversion or continuation (a "Rate Conversion/Continuation Request") in respect of a Revolving Credit Borrowing shall be transmitted by the Borrower to the Agent by telecopier, telex a written or cable telephonic notice (in the case of telex or cablea telephonic notice, promptly confirmed in writing prior to if so requested by the effective date of the Lender). Each written Rate Conversion Conversion/Continuation Request or Rate Continuation requested), written confirmation thereof shall be substantially in substantially the form of Exhibit C attached hereto. The Rate Conversion/Continuation Request shall specify: (A) the identity and amount of the Loans comprising a Revolving Credit Borrowing that , signed or otherwise acceptable authenticated by the Borrower requests be converted or continued, (B) Representative and transmitted to the Type of Loans into which such Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Business Day) and (D) in the case of a Revolving Credit Borrowing converted into or continued as a LIBOR Rate Borrowing, the Interest Period for such LIBOR Rate Loans. The Borrower may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Administrative Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request. The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request. Each Rate Conversion/Continuation Request, whether telephonic telecopier or written, shall be irrevocable and binding on the Borrower and subject the Borrower to the indemnification provisions of Section 0 of this Agreement. The Borrower shall bear all risks related to giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Borrower shall electelectronic mail.