Common use of Conversion Options Clause in Contracts

Conversion Options. (A) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company shall give the Agent at least three (3) Eurodollar Business Days prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Loan to a Eurodollar Rate Loan shall be irrevocable by the Company.

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any portion of the outstanding Term Loan to a Loan of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Company Borrower shall give the Agent (with copies to the Agent for each Lender) at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (ivii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans Term Loan of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any portion of the Term Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any portion of the Term Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than six (6) Libor Rate Loans then outstanding. Any Conversion Request for a Libor Rate Loan that would create greater than six (6) Libor Rate Loans outstanding shall be deemed to be a Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurocurrency Rate Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company Borrower shall give the Agent at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (iiiii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Base Rate Loan into to a Base Eurocurrency Rate Loan, the Borrower shall give the Agent at least three (3) Business Days’ prior written notice of such conversion shall only election, which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect thereto any Business Day; and (iviii) no Loan may be converted into a Eurodollar Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) when any Default or Event of Default has occurred and is continuing. On Following receipt of such notice from the date on which such conversion is being madeBorrower, Agent shall promptly notify each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may berequest by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Eurocurrency Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurocurrency Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no Eurocurrency Rate Loan in Dollars may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default; and provided, further, that that no Eurocurrency Rate Loan in any Alternative Currency may be continued as such when any Default or Event of Default has occurred and is continuing without the consent of the Required Banks, and the Required Banks may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Eurocurrency Rate Loan in its original currency having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Base Rate Loan made at a point when the time between the end of the initial Interest Period for such Base Rate Loan and the making of such Base Rate Loan is less than three (3) Business Days, such Base Rate Loan shall continue as a Base Rate Loan and not be so converted to a Eurocurrency Rate Loan until the end of the Interest Period for such Base Rate Loan which next follows such Base Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Base Rate Loan to a Eurocurrency Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (d) The Borrower may not request or elect a Eurocurrency Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Eurocurrency Rate Loan pursuant to §2.5(a) or elect to continue a Eurocurrency Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurocurrency Rate Loan, if, after giving effect thereto, there would be greater than ten (10) Eurocurrency Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurocurrency Rate Loan that would create greater than ten (10) Eurocurrency Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurocurrency Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurocurrency Rate Loan shall constitute one single Eurocurrency Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate -------- Loan, such conversion shall take place automatically at the Company shall give end of the applicable Interest Period unless the Borrower provides notice to the Agent at least one (1of its request to continue such Loan as a Eurodollar Rate Loan as provided in ss.2.7(b) Business Day prior written notice of such electionand ss.2.7(a)(ii); (ii) subject to the further proviso at the end of this ss.2.7(a) and subject to ss.2.7(b) and 2.7(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in ss.2.7(b)), the Company Borrower shall give the Agent (with copies for each Bank) at least three four (34) Eurodollar Business Days Days' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in ss.2.7(a)(ii); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Eurodollar Rate Loan to a Eurodollar Prime Rate Loan, the Company Borrower shall give the Agent at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (iiiii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Prime Rate Loan into to a Base Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) Eurodollar Business Days’ prior written notice of such conversion shall only election, which notice must be made received by the Agent by 11:00 a.m. on the last day of the Interest Period with respect thereto any Business Day; and (iviii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On Following receipt of such notice from the date on which such conversion is being madeBorrower, Agent shall promptly notify each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may berequest by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Prime Rate Loan is less than three (3) Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Prime Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Revolving Credit -------- Eurodollar Rate Loan to a Base Rate -------- Loan, such conversion shall take place automatically at the Company shall give end of the applicable Interest Period unless the Borrower provides notice to the Agent at least one of its request to continue such Loan as a Revolving Credit Eurodollar Rate Loan as provided in (1S)2.7(b) Business Day prior written notice of such electionand (S)2.7(a)(ii); (ii) subject to the further proviso at the end of this (S)2.7(a) and subject to (S)2.7(b) and 2.7(d), with respect to any such conversion of a Base Rate Loan to a Revolving Credit Eurodollar Rate Loan (or a continuation of a Revolving Credit Eurodollar Rate Loan, as provided in (S)2.7(b)), the Company Borrower shall give the Agent (with copies for each Bank) at least three (3) Eurodollar Business Days Days' prior written notice of such election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Revolving Credit Loan may be converted into a Revolving Credit Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided -------- that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Revolving Credit Eurodollar Rate Loan shall be for an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Revolving Credit Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in (S)2.7(a)(ii); provided that no Revolving Credit Eurodollar Rate -------- Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this (S)2.7

Conversion Options. (A) CONVERSION TO DIFFERENT TYPE OF LOAN4.1.1. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Loan to a Loan of another TypeType and such Loan shall thereafter bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate -------- Loan, the Company Borrower shall give the Agent at least one (1) three Business Day Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company Borrower shall give the Agent at least three (3) four Eurodollar Business Days Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of election and the Interest Period with respect thereto requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Eurodollar Rate Loans outstanding at any one time; and (iviii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take take, to the extent it deems it necessary to do so, such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the CompanyBorrower. 4.1.2. Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. 4.1.3. In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate -------- Loan, such conversion shall take place automatically at the Company shall give end of the applicable Interest Period unless the Borrower provides notice to the Agent at least one of its request to continue such Loan as a Eurodollar Rate Loan as provided in (1S)2.5(b) Business Day prior written notice of such electionand (S)2.5(a)(ii); (ii) subject to the further proviso at the end of this (S)2.5(a) and subject to (S)2.5(b) and 2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in (S)2.5(b)), the Company Borrower shall give the Agent (with copies to the Agent for each Bank) at least three four (34) Eurodollar Business Days Days' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an each -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in (S)2.5(a)(ii); provided that no Eurodollar Rate Loan -------- may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this (S)2.5

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Company Borrower shall give the Agent (with copies to the Agent for each Lender) at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (ivii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than five (5) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than five (5) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate -------- Loan, such conversion shall take place automatically at the Company end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this Section 2.5(a) and subject to Section 2.5(b) and 2.5(d), with respect to any conversion of a Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least one four (14) Eurodollar Business Day Days' prior written notice of such election; (ii) with respect to any , which such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company shall give notice must be received by the Agent at least three (3) Eurodollar by 10:00 a.m. on any Business Days prior written notice of such electionDay; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided PROVIDED that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in Section 2.5(a)(ii); PROVIDED that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Loan simultaneously with converting or continuing a Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Company Borrower shall give the Agent (with copies to the Agent for each Lender) at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (ivii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Borrower with the notice provisions contained in §2.5(a)(i); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan in accordance with the terms hereof, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than four (4) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than four (4) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Libor Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate -------- Loan, such conversion shall take place automatically at the Company shall give end of the applicable Interest Period unless the Borrower provides notice to the Agent at least one (1of its request to continue such Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.5(b) Business Day prior written notice of such electionand ss.2.5(a)(ii); (ii) subject to the further proviso at the end of this ss.2.5(a) and subject to ss.2.5(b) and 2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan (or a continuation of a LIBOR Rate Loan, as provided in ss.2.5(b)), the Company Borrower shall give the Agent at least three (3) Eurodollar LIBOR Business Days Days' prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Revolving Credit Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, The Agent shall provide each Bank shall take such action as is necessary to transfer its Commitment Percentage with a copy of such Loans to notice promptly after its Domestic Lending Office or its Eurodollar Lending Office, as the case may bereceipt thereof. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar LIBOR Rate Loan shall be for an amount equal to $250,000 or an integral multiple of $50,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the notice provisions contained in ss.2.5(a)(ii); provided that no LIBOR Rate Loan may be continued as such when any Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Event of Default. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this ss.2.5

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Loan to a Base Prime Rate -------- Loan, the Company Borrower shall give the Agent at least one three (13) Business Day Days, prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company shall give the Agent at least three (3) Eurodollar Business Days prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate LIBOR Loan into a Base Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto thereto; (iii) subject to the further proviso at the end of this section and subject to ss.2.4(b) and ss.2.4(d) hereof with respect to any such conversion of a Prime Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days, prior written notice of such election and (iv) no Loan may be converted into a Eurodollar Rate LIBOR Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank Lender shall take such action as is necessary to transfer its Commitment Facility Percentage of such Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided further that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate LIBOR Loan shall be for an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in ss.2.4 (a) ; provided that no LIBOR Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not elect to convert a Prime Rate Loan to a LIBOR Loan pursuant to ss.2.4(a) or elect to continue a LIBOR Loan pursuant to ss.2.4

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate -------- Loan, the Company Borrower shall give the Agent at least one four (14) Eurodollar Business Day Days’ prior written notice of such election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Prime Rate Loan to a Eurodollar Rate Loan, the Company Borrower shall give the Agent at least three four (34) Eurodollar Business Days Days’ prior written notice of such election, which notice must be received by the Agent by 10:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On Following receipt of such notice from the date on which such conversion is being madeBorrower, Agent shall promptly notify each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may berequest by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Prime Rate Loans, by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii) above and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if the Revolving Credit Loan involves a Prime Rate Loan made at a point when the time between the end of the initial Interest Period for such Prime Rate Loan and the making of such Loan is less than four Eurodollar Business Days, such Prime Rate Loan shall continue as a Prime Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Prime Rate Loan which next follows such Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Prime Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company shall give the Agent at least three (3) Eurodollar Business Days prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion -------- shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each Conversion Request relating to the conversion of a Loan to a Eurodollar Rate Loan shall be irrevocable by the Company.

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate -------- Loan, the Company Borrower shall give the Agent at least one three (13) Eurodollar Business Day Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; (ii) subject to the proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company Borrower shall give the Agent at least three (3) Eurodollar Business Days Days’ prior written notice of such election, which notice must be received by the Agent by 11:00 a.m. on any Business Day; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On Following receipt of such notice from the date on which such conversion is being madeBorrower, Agent shall promptly notify each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may berequest by Borrower. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $2,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii) and (ii) in the case of Eurodollar Rate Loans, subject to the proviso at the end of this §2.5(b) and §2.5(d), automatically as set forth in §2.5(c), or by compliance by the Borrower with the notice provisions contained in §2.5(a)(ii); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) Subject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to (or continued as) a Eurodollar Rate Loan having a 1-month Interest Period, at the end of the applicable Interest Period; provided, if such Revolving Credit Loan is a Base Rate Loan made at a point when the time between the end of the initial Interest Period for such Base Rate Loan and the making of such Base Rate Loan is less than three (3) Eurodollar Business Days, such Base Rate Loan shall continue as a Base Rate Loan and not be so converted to a Eurodollar Rate Loan until the end of the Interest Period for such Base Rate Loan which next follows such Base Rate Loan’s initial Interest Period; and provided further, however, that nothing contained in the foregoing proviso shall limit or restrict Borrower’s right to convert such Base Rate Loan to a Eurodollar Rate Loan prior to the end of such second Interest Period in accordance with §2.5(a)(ii). (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Eurodollar Loan pursuant to §2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to §2.5(b) and a Revolving Credit Loan shall not be automatically converted to or continued as a Eurodollar Rate Loan, if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any portion of the outstanding Term Loan to another Type, provided that (i) subject to the further proviso at the end of outstanding Libor Rate Loan to a Base Rate Loan of another Typeor any outstanding Base Rate Loan to a Libor Rate Loan, provided that (i) with respect to any such conversion of a Libor Rate Loan to a Base Rate -------- Loan, the Company shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company Borrower shall give the Agent at least three (3) Eurodollar Libor Business Days Days’ prior written notice of such election; , which notice must be received by the Agent by 11:00 a.m. on any Libor Business Day, and (iiiii) subject to the provisos in this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any such conversion of a Eurodollar Base Rate Loan into to a Base Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Libor Business Days’ prior written notice of such conversion shall only election, which such notice must be made received by the Agent by 1011:00 a.m. on the last day of the Interest Period with respect thereto any Libor Business Day; and (ivii) provided that no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of the outstanding Loans Term Loan of any Type TypeLibor Rate Loans may be converted into a Loan of another Type to Base Rate Loans and vice versa as provided herein, provided that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Libor Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any portion of the Term Loan of any TypeSubject to the proviso at the end of this §2.5(b) and §2.5(d), any Libor Rate Loan may be continued automatically as such upon the expiration of the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loansas set forth in §2.5(c) or by compliance by the Borrower with the notice provisions contained in §2.5(a)(iii); provided that no Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) InSubject to the provisions of §2.5(a), §2.5(b) and §2.5(d), in the event that the Borrower does not notify the Agent of its election hereunder with respect to any portionBase Rate Loan upon the expiration of the Term Loan in accordance with the terms hereofInterest Period or Libor Rate Loan, such portion of the Term Loan shall be automatically converted to a Base(or continued as) a Libor Rate Loan having a 1-month Interest Period at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b), and no Base Rate Loan shall be automatically converted to, and no Libor Rate Loan shall be automatically continued as, a Libor Rate Loan, if, after giving effect thereto, there would be greater than fiveseven (57) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than fiveseven (57) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more portions of the Term LoanLoans into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

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

Conversion Options. (Aa) CONVERSION TO DIFFERENT TYPE OF LOAN. The Company Borrower may elect ---------- -- --------- ---- -- ---- from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Prime Rate -------- Loan, such conversion shall take place automatically at the Company end of the applicable Interest Period unless the Borrower provides notice to the Agent of its request to continue such Loan as a Eurodollar Rate Loan as provided in Section 2.5(b) and Section 2.5(a)(ii); (ii) subject to the further proviso at the end of this Section 2.5(a) and subject to Section 2.5(b) and Section 2.5(d), with respect to any conversion of a Prime Rate Loan to a Eurodollar Rate Loan (or a continuation of a Eurodollar Rate Loan, as provided in Section 2.5(b)), the Borrower shall give the Agent (with copies to the Agent for each Bank) at least one four (14) Eurodollar Business Day Days' prior written notice of such election; (ii) with respect to any , which such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Company shall give notice must be received by the Agent at least three (3) Eurodollar by 10:00 a.m. on any Business Days prior written notice of such electionDay; and (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (iv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Loan of another Type as provided herein, provided PROVIDED that any partial conversion shall be in an -------- aggregate principal amount of $1,000,000 or a whole multiple thereof. Each each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate Loan shall be for an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be irrevocable by the CompanyBorrower. (b) Any Revolving Credit Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Prime Rate Loans, automatically and (ii) in the case of Eurodollar Rate Loans by compliance by the Borrower with the notice provisions contained in Section 2.5(a)(ii); PROVIDED that no Eurodollar -36- Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to a Prime Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this Section 2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Revolving Credit Loan, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Eurodollar Rate Loan pursuant to Section 2.4, elect to convert a Prime Rate Loan to a Eurodollar Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.5(b) if, after giving effect thereto, there would be greater than six (6) Eurodollar Rate Loans then outstanding. Any Loan Request or Conversion Request for a Eurodollar Rate Loan that would create greater than six (6) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Prime Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more Loans into one Eurodollar Rate Loan on the same day and for identical Interest Periods (or borrow an additional Revolving Credit Loan simultaneously with converting or continuing a Revolving Credit Loan for identical Interest Periods), such Eurodollar Rate Loan shall constitute one single Eurodollar Rate Loan for purposes of this clause (d).