Common use of Conversion Options Clause in Contracts

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do not notify the Metal Lender of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions provision hereof, the Customers Company may elect from time to time to convert an outstanding Floating Variable Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Variable Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Variable Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Consignment Period with respect thereto; (ii) with respect to any such conversion of a Floating Variable Rate Consignment to a Fixed Rate Consignment, the Customers Company shall give the Metal Lender HSBC at least three two (32) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment consignment may be converted into a Fixed Rate Consignment when a Default there has occurred and an Event of Default hereunder which is continuing hereunderat the time. The Customers Company shall give to the Metal Lender HSBC notice sent by facsimile transmission in the form of Exhibit D attached hereto telecopier of its decision to convert an outstanding consignment. All or any part of outstanding Consignments consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each Each such request shall be irrevocable by the CustomersCompany. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Consignment Period with respect thereto by giving to the Metal Lender HSBC notice by facsimile transmission in the form of Exhibit D attached hereto telecopier of the Customers’ Company’s decision to continue an outstanding Consignment consignment as such at least three two (32) London Banking Days’ Day’s prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default when there has occurred and is continuingan Event of Default hereunder, but shall be automatically converted to a Floating Variable Rate Consignment on the last day of the first Fixed Rate Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Customers do Company does not notify the Metal Lender HSBC of its election hereunder with respect to any Consignmentconsignment, such Consignment consignment shall be automatically converted to to, or continued as, a Floating Variable Rate Consignment at the end of the applicable Fixed Rate Consignment Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers Customer may elect from time to time to convert an outstanding Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers Customer shall give the Metal Lender Consignor at least three (3) London Banking Days’ prior written telephone notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers Customer shall give to the Metal Lender Consignor telephone notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignmentConsignment. All or any part of outstanding Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each Each such request shall be irrevocable by the CustomersCustomer. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender Consignor telephone notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ Customer’s decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while when a Default has occurred and is continuinghereunder, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do Customer does not notify the Metal Lender Consignor of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Borrower may elect from time to time to convert an have the Consignment Fee applicable to portions of Consigned Precious Metal outstanding Floating calculated based upon either the Consignment Base Rate or Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate ConsignmentRate, provided that (i) with respect to any such conversion of Consigned Precious Metal, the Borrower shall give the Administrative Agent, no later than 2:00 p.m. (New York, New York time), at least three (3) LIBOR Business Days' prior written notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Consignment Amount into a Floating Consignment Base Rate ConsignmentAmount or another Consignment Fixed Rate Amount, such conversion shall only be made on the last day of the Fixed Rate Interest Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that any partial conversion of Consignment Base Rate Amounts shall be for Precious Metal in a minimum amount at least equal to five thousand (5,000) ▇▇▇▇ ounces or an integral multiple of one hundred (100) in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall be for Precious Metal in an amount equal to five thousand (5,000) ▇▇▇▇ ounces or an integral multiple of one hundred (100) in excess thereof. Subject Each conversion request relating to agreement with respect the conversion of Consigned Precious Metal to any a Consignment Fixed Consignment Fee (if applicable), each such request Rate Amount shall be irrevocable by the CustomersBorrower. (b) Subject Prior to the provisions hereofoccurrence of a Default or an Event of Default, Fixed Rate Consignments Consigned Precious Metal may be continued as such Consignment Fixed Rate Amounts upon the expiration of a Fixed Rate an Interest Period with respect thereto by giving to compliance by the Metal Lender Borrower with the notice by facsimile transmission provisions contained in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such DefaultSection 4.5(a). In the event that the Customers do not notify the Metal Lender of its election hereunder Borrower fails to provide any such notice with respect to the continuation of any ConsignmentConsignment Fixed Rate Amounts as such, then such Consignment Fixed Rate Amounts shall be automatically converted to a Floating Consignment Base Rate Amounts on the last day of such Interest Period. (c) Any conversion to or from Consignment at the end of the applicable Fixed Rate PeriodAmounts shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Consignment Fixed Rate Amounts having the same Interest Period shall not be less than five thousand (5,000) ▇▇▇▇ ounces or a whole multiple of one hundred (100) ▇▇▇▇ ounces in excess thereof.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Borrower may elect from time to time to convert an have the Consignment Fee applicable to portions of Consigned Precious Metal outstanding Floating calculated based upon either the Consignment Base Rate or Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate ConsignmentRate, provided that (i) with respect to any such conversion of Consigned Precious Metal, the Borrower shall give the Gold Agent, no later than 2:00 p.m. (Boston time), at least three (3) Eurodollar Business Days' prior written notice of such election; and (ii) with respect to any such conversion of a Consignment Fixed Rate Consignment Amount into a Floating Consignment Base Rate ConsignmentAmount or another Consignment Fixed Rate Amount, such conversion shall only be made on the last day of the Fixed Rate Interest Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility Consigned Precious Metal may be converted into a Consignment Fixed Rate Amount or Consignment Base Rate Amount as provided herein, provided that any partial conversion of Consignment Base Rate Amounts shall be for Precious Metal in a minimum amount at least equal to three hundred (300) troy ▇▇▇ces or an integral multiple of one hundred (100) in excess thereof and any partial conversion of Consignment Fixed Rate Amounts shall be for Precious Metal in an amount equal to one thousand (1,000) troy ▇▇▇ces or an integral multiple of one hundred (100) in excess thereof. Subject Each conversion request relating to agreement with respect the conversion of Consigned Precious Metal to any a Consignment Fixed Consignment Fee (if applicable), each such request Rate Amount shall be irrevocable by the CustomersBorrower. (b) Subject Prior to the provisions hereofoccurrence of a Default or an Event of Default, Fixed Rate Consignments Consigned Precious Metal may be continued as such Consignment Fixed Rate Amounts upon the expiration of a Fixed Rate an Interest Period with respect thereto by giving compliance by the Borrower with the notice provisions contained in Section 5.5(a). (c) Any conversion to the Metal Lender notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding or from Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but Amounts shall be automatically converted in such amounts and be made pursuant to a Floating Rate such elections so that, after giving effect thereto, the aggregate principal amount of all Consignment on the last day of the first Fixed Rate Amounts having the same Interest Period relating thereto ending during the continuance shall not be less than one thousand (1,000) troy ▇▇▇ces or a whole multiple of such Default. In the event that the Customers do not notify the Metal Lender of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Periodone hundred (100) troy ▇▇▇ces in excess thereof.

Conversion Options. (a) Subject to [Number of days after issuance before conversion option begins] business days following the provisions hereoforiginal issuance of the Warrants, each Warrantholder will have the Customers may elect from time to time option to convert an outstanding Floating Rate Consignment the form in which such Warrantholder holds his Warrants from definitive to a Fixed Rate Consignment book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that Euroclear as soon as practicable after the original issuance of the Warrants (i) with respect that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any such conversion of a Fixed Rate Consignment successor securities depository selected by the Company in order for Warrants to be converted into a Floating Rate Consignmentbook-entry form), such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day date on which such election is effective; and conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) no Consignment may the date on which such conversions will end (which date shall be converted into a Fixed Rate Consignment when a Default has occurred the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and is continuing hereunder(iv) the CUSIP number assigned to the Warrants. The Customers Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall give mail such notice to each Warrantholder. The period from the Metal Lender notice sent by facsimile transmission Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in the book-entry form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility may shall not be converted exchangeable for Warrant Certificates, except as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the Customers. (b) Subject During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions hereofof Section 1.8, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving all references in this Agreement to the Metal Lender notice by facsimile transmission Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In Global Warrant Certificate in the event that the Customers do not notify the Metal Lender of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate PeriodGlobal Warrant Certificate is issued.

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Floating Consignment Fee or Fixed Consignment Fee (if to the extent applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do not notify the Metal Lender of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Borrower may elect from time to time to convert an outstanding Floating Rate Consignment any Credit Loan to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate ConsignmentCredit Loan of another Type, provided PROVIDED that (i) with respect to any such conversion of a Fixed LIBOR Rate Consignment Loan into a Floating Rate ConsignmentCredit Loan of another Type, such conversion shall only be made on the last day of the Fixed Rate Interest Period with respect thereto; (ii) with respect to any such conversion of a Floating Prime Rate Consignment Loan to a Fixed LIBOR Rate ConsignmentLoan, the Customers Borrower shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effectiveno later than 12:00 noon (Boston time) two (2) LIBOR Business Days prior to the proposed date of conversion; and (iii) no Consignment Credit Loan may be converted into a Fixed LIBOR Rate Consignment Loan when a any Default or Event of Default has occurred and is continuing hereundercontinuing. The Customers Any notice of conversion shall give to the Metal Lender notice sent by facsimile transmission be in the form of Exhibit D attached hereto of its decision to convert an outstanding consignmentEXHIBIT C, annexed hereto. All or any part of outstanding Consignments under the Consignment Facility Outstanding Credit Loans of any Type may be converted as provided herein, PROVIDED that (x) partial conversions shall be in an aggre gate principal amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) no more than five (5) Interest Periods for Credit Loans which are LIBOR Rate Loans may be outstanding at any one time. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request Each Conversion Request shall be irrevocable by the CustomersBorrower. (b) Subject to the provisions hereof, Fixed Rate Consignments Any Credit Loan of any Type may be continued as such upon the expiration of a Fixed Rate an Interest Period with respect thereto by giving to compliance by the Metal Lender Borrower with the notice by facsimile transmission provisions contained in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effectiveSection 2.10(a); provided PROVIDED that no Fixed LIBOR Rate Consignment Loan may be continued as such while a when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Floating Prime Rate Consignment Loan on the last day of the first Fixed Rate Interest Period relating thereto ending during the continuance of such Default. any Default or Event of Default of which the officers of the Lender active upon the Borrower's account have actual knowledge. (c) In the event that the Customers do Borrower does not notify the Metal Lender of its the Borrower's election hereunder under Section 2.10(b) with respect to any ConsignmentCredit Loan, such Consignment Credit Loan shall be automatically converted to a Floating Prime Rate Consignment Loan at the end of the applicable Fixed Rate Interest Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Company may elect from time to time to convert an any outstanding Floating Rate Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Floating Rate ConsignmentConsignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Floating Rate ConsignmentConsignment Fee consignment, such conversion shall only be made on the last day of the Fixed Rate Consignment Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Customers Company shall give the Metal Lender FPM at least three two (32) London Banking Business Days’ ' prior written notice of the day on which such election is effective; and (iii) no Consignment consignment may be converted into a Fixed Rate Consignment Fee consignment when a FPM have declared the existence of an Event of Default has occurred and is continuing hereunder. The Customers Company shall give to the Metal Lender FPM telephonic notice sent (confirmed in writing by facsimile transmission in the form of Exhibit D attached hereto FPM) of its decision to convert an outstanding consignment. All or any part of outstanding Consignments consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each Each such request shall be irrevocable by the CustomersCompany. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Fixed Rate Consignment Period with respect thereto by giving to the Metal Lender FPM telephonic notice (confirmed in writing by facsimile transmission in the form of Exhibit D attached hereto FPM) of the Customers’ Company's decision to continue an outstanding Consignment consignment as such at least three (3) London Banking Days’ prior such, subject, however, to the day on which such election is effective; provided that determination of the specific Consignment Period and rate to be charged by FPM therefor. Provided, however, no Fixed Rate Consignment Fee consignment may be continued as such while a when FPM have declared the existence of an Event of Default has occurred and is continuinghereunder, but shall be automatically converted to a Floating Rate Consignment Fee consignment on the last day of the first Fixed Rate Consignment Period relating thereto ending during the continuance of such Event of Default. . (c) In the event that the Customers do Company does not notify the Metal Lender FPM of its election hereunder with respect to any Consignmentconsignment, such Consignment consignment shall be automatically converted to a Floating Rate Consignment Fee consignment at the end of the applicable Fixed Rate Consignment Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Companies may elect from time to time to convert an any outstanding Floating Rate Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Floating Rate ConsignmentConsignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Floating Rate ConsignmentConsignment Fee consignment, such conversion shall only be made on the last day of the Fixed Rate Consignment Period with respect theretothereto and it shall be for no less than five thousand (5,000) fine troy ounces of Precious Metal; (ii) with respect to any such conversion of conversi▇▇ ▇f a Floating Rate Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Customers Companies shall give the Metal Lender BAPM at least three two (32) London Banking Business Days’ ' prior written notice of the day on which such election is effective; and (iii) no Consignment consignment may be converted into a Fixed Rate Consignment Fee consignment when a BAPM has declared the existence of an Event of Default has occurred and is continuing hereunder. The Customers Companies shall give to the Metal Lender BAPM telephonic notice sent (confirmed in writing by facsimile transmission in the form BAPM) of Exhibit D attached hereto of its their decision to convert an outstanding consignment. All or any part of outstanding Consignments consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each Each such request shall be irrevocable by the CustomersCompanies. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Fixed Rate Consignment Period with respect thereto by giving to the Metal Lender BAPM telephonic notice (confirmed in writing by facsimile transmission in the form of Exhibit D attached hereto BAPM) of the Customers’ Companies' decision to continue an outstanding Consignment consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effectivesuch; provided that no Fixed Rate Consignment Fee consignment may be continued as such while a when BAPM has declared the existence of an Event of Default has occurred and is continuinghereunder, but shall be automatically converted to a Floating Rate Consignment Fee consignment on the last day of the first Fixed Rate Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Customers Companies do not notify the Metal Lender BAPM of its their election hereunder with respect to any Consignmentconsignment, such Consignment consignment shall be automatically converted to a Floating Rate Consignment Fee consignment at the end of the applicable Fixed Rate Consignment Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the applicable Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the applicable Metal Lender notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election expiration is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance first occurrence of such Default. In the event that the Customers do not notify the Metal Lender of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers The Companies may elect from time to time to convert an any outstanding Floating Rate Consignment Fee consignment to a Fixed Rate Consignment Fee consignment and to convert an any outstanding Fixed Rate Consignment Fee consignment to a Floating Rate ConsignmentConsignment Fee consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Fee consignment into a Floating Rate ConsignmentConsignment Fee consignment, such conversion shall only be made on the last day of the Fixed Rate Consignment Period with respect theretothereto and it shall be for no less than five thousand (5,000) fine ▇▇▇▇ ounces of Precious Metal; (ii) with respect to any such conversion of a Floating Rate Consignment Fee consignment to a Fixed Rate ConsignmentConsignment Fee consignment, the Customers Companies shall give the Metal Lender FPM at least three two (32) London Banking Days’ ' prior written notice of the day on which such election is effective; and (iii) no Consignment consignment may be converted into a Fixed Rate Consignment Fee consignment when a FPM has declared the existence of an Event of Default has occurred and is continuing hereunder. The Customers Companies shall give to the Metal Lender FPM telephonic notice sent (confirmed in writing by facsimile transmission in the form FPM) of Exhibit D attached hereto of its their decision to convert an outstanding consignment. All or any part of outstanding Consignments consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each Each such request shall be irrevocable by the CustomersCompanies. (b) Subject to the provisions hereof, Any Fixed Rate Consignments Consignment Fee consignments may be continued as such upon the expiration of a Fixed Rate Consignment Period with respect thereto by giving to the Metal Lender FPM telephonic notice (confirmed in writing by facsimile transmission in the form of Exhibit D attached hereto FPM) of the Customers’ Companies' decision to continue an outstanding Consignment consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effectivesuch; provided that no Fixed Rate Consignment Fee consignment may be continued as such while a when FPM has declared the existence of an Event of Default has occurred and is continuinghereunder, but shall be automatically converted to a Floating Rate Consignment Fee consignment on the last day of the first Fixed Rate Consignment Period relating thereto ending during the continuance of such Event of Default. In the event that the Customers Companies do not notify the Metal Lender FPM of its their election hereunder with respect to any Consignmentconsignment, such Consignment consignment shall be automatically converted to a Floating Rate Consignment Fee consignment at the end of the applicable Fixed Rate Consignment Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment Gold Loan to a Fixed Rate Consignment Gold Loan and to convert an outstanding Fixed Rate Consignment Gold Loan to a Floating Rate ConsignmentGold Loan, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Gold Loan into a Floating Rate ConsignmentGold Loan, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment Gold Loan to a Fixed Rate ConsignmentGold Loan, the Customers shall give the Metal Lender Supplier at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment Gold Loan may be converted into a Fixed Rate Consignment Gold Loan when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender Supplier notice sent by facsimile transmission in the form of Exhibit D attached hereto of its their decision to convert an outstanding consignmentGold Loan. All or any part of outstanding Consignments Gold Loans under the Consignment Gold Loan Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee Rate Gold Loan (if applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments Gold Loans may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender Supplier notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment Gold Loan as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment Gold Loan may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment Gold Loan on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do Customer does not notify the Metal Lender Supplier of its election hereunder with respect to any ConsignmentGold Loan, such Consignment Gold Loan shall be automatically converted to a Floating Rate Consignment Gold Loan at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment Gold Loan to a Fixed Rate Consignment Gold Loan and to convert an outstanding Fixed Rate Consignment Gold Loan to a Floating Rate ConsignmentGold Loan, provided that (i) with respect to any such conversion of a Fixed Rate Consignment Gold Loan into a Floating Rate ConsignmentGold Loan, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment Gold Loan to a Fixed Rate ConsignmentGold Loan, the Customers shall give the Metal Lender at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment Gold Loan may be converted into a Fixed Rate Consignment Gold Loan when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender notice sent by facsimile transmission in the form of Exhibit D attached hereto of its their decision to convert an outstanding consignmentGold Loan. All or any part of outstanding Consignments Gold Loans under the Consignment Gold Loan Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee Rate Gold Loan (if applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments Gold Loans may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment Gold Loan as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment Gold Loan may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment Gold Loan on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do Customer does not notify the Metal Lender of its election hereunder with respect to any ConsignmentGold Loan, such Consignment Gold Loan shall be automatically converted to a Floating Rate Consignment Gold Loan at the end of the applicable Fixed Rate Period.

Conversion Options. (a) Subject to the provisions hereof, the Customers may elect from time to time to convert an outstanding Floating Rate Consignment to a Fixed Rate Consignment and to convert an outstanding Fixed Rate Consignment to a Floating Rate Consignment, provided that (i) with respect to any such conversion of a Fixed Rate Consignment into a Floating Rate Consignment, such conversion shall only be made on the last day of the Fixed Rate Period with respect thereto; (ii) with respect to any such conversion of a Floating Rate Consignment to a Fixed Rate Consignment, the Customers shall give the Metal Lender Supplier at least three (3) London Banking Days’ prior written notice of the day on which such election is effective; and (iii) no Consignment may be converted into a Fixed Rate Consignment when a Default has occurred and is continuing hereunder. The Customers shall give to the Metal Lender Supplier notice sent by facsimile transmission in the form of Exhibit D attached hereto of its decision to convert an outstanding consignment. All or any part of outstanding Consignments under the Consignment Facility may be converted as provided herein. Subject to agreement with respect to any Fixed Consignment Fee (if applicable), each such request shall be irrevocable by the Customers. (b) Subject to the provisions hereof, Fixed Rate Consignments may be continued as such upon the expiration of a Fixed Rate Period with respect thereto by giving to the Metal Lender Supplier notice by facsimile transmission in the form of Exhibit D attached hereto of the Customers’ decision to continue an outstanding Consignment as such at least three (3) London Banking Days’ prior to the day on which such election is effective; provided that no Fixed Rate Consignment may be continued as such while a Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Consignment on the last day of the first Fixed Rate Period relating thereto ending during the continuance of such Default. In the event that the Customers do not notify the Metal Lender Supplier of its election hereunder with respect to any Consignment, such Consignment shall be automatically converted to a Floating Rate Consignment at the end of the applicable Fixed Rate Period.