Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.7, Borrower shall have the option (i) to convert at any time a Loan bearing interest at a rate determined by reference to one basis to the alternative basis or (ii) upon the expiration of an Interest Period applicable to a Loan bearing interest at the LIBOR Rate, to continue a Loan as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a Notice of Conversion/Continuation to Lender no later than 10:00 A.M. (New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Lender on or before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.72.6, Borrower shall have the option (i) to convert at any time a Loan all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to the Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of an any Interest Period applicable to a Loan bearing interest at the LIBOR RateLoan, to continue a all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that if a LIBOR Rate Loan may only be is converted into a Base Rate Loan on a date other than the expiration date of an the Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculationsubsection 2.6D shall apply. Borrower shall deliver a Notice of Conversion/Continuation to Lender Administrative Agent no later than 10:00 A.M. 1:00 P.M. (New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan), as applicable. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d); provided2.2D, provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Lender confirm such telephonic notice no later than 1:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or before the telephonic notice of any proposed conversion/continuation dateunder this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender but not later than two Business Days prior to the Funding Date of a LIBOR Loan and provided, further, that no more than five LIBOR one Business Day prior to the Funding Date of a Base Rate Loans shall be outstanding at Loan. Neither Administrative Agent nor any one time. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d)2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b)2.6B, 2.7(c) 2.6C and 2.7(g)2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.7, Borrower The Borrowers shall have the option (ia) to convert at all or any time a Loan bearing interest at a rate determined by reference part of the outstanding LIBOR Rate Loans to one basis Alternate Base Rate Loans, (b) to the alternative basis convert Alternate Base Rate Loans to LIBOR Rate Loans or (iic) upon to change or continue the expiration of an Interest LIBOR Period applicable to all or a Loan bearing interest at portion of the LIBOR Rate, to continue a Loan as a LIBOR Rate LoanLoans; provided, however, that (i) except as provided in Section 3.04, LIBOR Rate Loans may be converted into Alternate Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrowers agree to pay all amounts due pursuant to Section 3.03, (ii) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” and (iii) any request for extension or conversion of a LIBOR Rate Loan may only that shall fail to specify a LIBOR Period shall be converted into deemed to be a Base Rate Loan request for a LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrower Representative, on the expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 behalf of the immediately succeeding year for the purpose of investing applicable Borrower, to give a written notice (or telephone notice promptly confirmed in securities bearing interest at writing) (a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a “Notice of Conversion/Continuation Continuation”) to Lender no later than 10:00 A.M. (New York time) at least one the Revolving Agent prior to 12:00 noon on the third Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit E hereto, specifying (A) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (iB) the proposed conversion/continuation date (which shall Loans to be a Business Day)so extended or converted, (iiC) the amount and type types of the Loan Loans into which such Loans are to be converted/continued, and, if appropriate, (iiiD) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a applicable LIBOR Rate Loan, that Periods with respect thereto. So long as there is no Default or Event of Default has occurred and is continuingDefault, (v) with respect to each in the event the Borrowers do not request extension or conversion of any LIBOR Rate LoanLoan in accordance with this Section 3.02, whether or any such conversion or extension is not required by this Section 3.02, then such LIBOR Rate Loan will shall be for 1continued as a LIBOR Rate Loan (with a LIBOR Period of one month) at the end of each LIBOR Period applicable thereto, 2, 3 until the Borrowers select an alternate LIBOR Period or 6 monthsconvert such Loans to Alternate Base Rate Loans. In lieu the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of delivering the above-described Notice of Conversion/Continuation, Borrower may applicable LIBOR Period with respect thereto. The Revolving Agent shall give each Lender telephonic notice by the required time as promptly as practicable of any such proposed conversion/continuation under this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation to under this Section 3.02, the Revolving Agent shall notify each Lender on by telex or before telecopy, or other similar form of transmission, of the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one timecontinuation. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Borrower the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.72.5, Borrower shall have the option (i) to continue or to convert any or all outstanding Loans from one type of Loan to another type of Loan; provided (a) conversions of LIBOR Rate Loans to Base Rate Loans shall be subject to the provisions of subsection 2.5D; and (b) no Loan may be converted into a LIBOR Rate Loan at any time that an Event of Default has occurred and is continuing. A Base Rate Loan shall continue as a Base Rate Loan bearing interest at a rate determined by reference to one basis to the alternative basis or (ii) upon the expiration of an Interest Period applicable until converted to a LIBOR Rate Loan, or until such Loan bearing interest at the is paid in full or matures. A LIBOR Rate, to Rate Loan shall continue a Loan as a LIBOR Rate Loan until converted to a Base Rate Loan; provided, however, that or until such Loan is paid in full or matures. If Borrower wishes to convert a LIBOR Rate Loan may only be converted into to a Base Rate Loan, or to convert a Base Rate Loan on to a LIBOR Rate Loan, or to change the expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into for a Base LIBOR Rate Loan during the period from December 24 of any year to and including January 7 as of the immediately succeeding year end of the Interest Period for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. such LIBOR Rate Loan, Borrower shall deliver a Notice of Conversion/Continuation Conversion to Lender Agent no later than 10:00 A.M. 2:00 p.m. (New York Hawaii time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan)date. A Notice of Conversion/Continuation Conversion shall specify (i) the date of the proposed conversion/continuation date conversion (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion toto a LIBOR Rate Loan, or a continuation ofchange in the Interest Period for such LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to a LIBOR Rate Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender Agent telephonic notice by the required time of any proposed conversion/continuation conversion under this subsection 2.2(d)2.2D; provided, provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Conversion to Lender Agent on or before the proposed conversion/continuation conversion date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at . Neither Agent nor any one time. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under accordance with this subsection 2.2(d)2.2D, or in accordance with instructions given pursuant to this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan any Loans in accordance with this Agreement pursuant to any such telephonic notice Agreement, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b)2.5B, 2.7(c) 2.5C and 2.7(g)2.5G, a Notice of Conversion/Continuation Conversion for conversion to, or continuation of, to a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewiththerewith unless Borrower pays to Lenders such amounts as may be due under subsection 2.5D for failure of a conversion to any LIBOR Rate Loan to occur on the date specified therefor in the Notice of Conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.7, (a) The Borrower shall have the option (i) to convert at any time a Loan bearing interest at a rate determined by reference all or any part of outstanding Base Rate Loans to one basis to the alternative basis or LIBOR Rate Loans, (ii) upon the expiration to convert all or any part of an Interest Period applicable to a Loan bearing interest at the LIBOR Rate, to continue a Loan as a outstanding LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Loans to Base Rate Loan Loans on the expiration date of an the Interest Period applicable theretoto such LIBOR Rate Loans or (iii) to continue all or any part of outstanding LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period on the expiration of the Interest Period applicable to such outstanding LIBOR Rate Loans; and provided, further, provided that no Loan may be made as continued at the end of an Interest Period as, or converted into into, a Base LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing if the Required Banks shall have notified the Borrower through the Agent Bank that LIBOR Rate Loans shall not be available during such period. (b) In order to elect to convert or continue a Loan under this Section 2.10, the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a an irrevocable Notice of Conversion/Conversion or Continuation to Lender the Agent Bank no later than 10:00 A.M. (A.M., New York City time, (i) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Conversion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and type Type of the Loan to be converted/converted or continued, (iiiy) the nature whether a conversion or continuation is requested, and if a conversion, into what Type of the proposed conversion/continuation, Loan and (ivz) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 monthsthe requested Interest Period. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Conversion or Continuation to Lender on or before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d)Section 2.10, and upon conversion or continuation of the applicable basis for determining the interest rate Agent Bank shall provide each Bank with respect to a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu copy thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.72.6, Borrower shall have the option (i) to convert at any time a Loan all or any part of its outstanding Revolving Loans equal to $500,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to the Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of an any Interest Period applicable to a Loan bearing interest at the LIBOR RateRate Loan, to continue a all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Lender Administrative Agent no later than 10:00 A.M. 11:00 a.m. (New York Pacific time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Lender Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d)2.2D; provided, provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Lender Administrative Agent on or before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Lender shall not incur any liability If Borrower fails to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), deliver a Notice of Conversion/Continuation for conversion towith respect to any LIBOR Rate Loan as described above, or continuation of, Borrower shall be deemed to have elected to convert such Loan to a LIBOR Rate Loan (or telephonic notice in lieu thereof) with an Interest Period of one month. Administrative Agent shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound notify each Lender of any Loan subject to effect a conversion or continuation in accordance therewithNotice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.7Section 2.6 hereof, the Borrower shall have the option (i) to convert at any time a Loan all or any part of outstand- ing Revolving Loans made to the Borrower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the Borrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis basis, or (iiiii) upon the expiration of an any Interest Period applicable to a LIBOR Rate Loan bearing interest at made to the LIBOR RateBorrower, to continue a all or any portion of such LIBOR Rate Loan as a LIBOR Rate Loan, and the succeeding Interest Period of such continued LIBOR Rate Loan shall commence on the last day of the current Interest Period with respect thereto; provided, however, provided however that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an the Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. The Borrower shall deliver a Notice of Conversion/Continuation to Lender the Agent no later than 10:00 10:30 A.M. (New York Louisville, Kentucky time) at least one on the same Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Lender the Banks telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d)Section 2.2D; provided, provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Con- tinuation to Lender the Agent on or before the proposed conversionconver- sion/continuation date, and provided, further, that no more than five LIBOR Rate Loans . Neither the Agent nor the Bank shall be outstanding at any one time. Lender shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above that Lender the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf an Authorized Officer of the Borrower or for otherwise acting in good faith under this subsection 2.2(d)Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan any Revolving Loans or any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b)Sections 2.6B, 2.7(c) 2.6C and 2.7(g)2.6F hereof, a Notice of ConversionConver- sion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, Date and the Borrower shall be bound to effect a the conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.7, The Borrower shall have the option (i1) to convert all or any part of its outstanding LIBOR Rate Loans to Alternate Base Rate Loans at any time a Loan bearing interest at a rate determined by reference the end of the then-current Interest Accrual Period therefor, (2) to one basis convert Alternate Base Rate Loans to the alternative basis LIBOR Rate Loans or (ii3) upon to change or continue the expiration of an Interest LIBOR Period applicable to all or a Loan bearing interest at portion of the LIBOR Rate, to continue a Loan as a LIBOR Rate LoanLoans; provided, however, that (i) except as provided in Section 4.04, LIBOR Rate Loans may be converted into Alternate Base Rate Loans only on the last day of the Interest Period applicable thereto unless the Borrower agrees to pay all amounts due pursuant to Section 4.03, (ii) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “Interest Accrual Period” set forth in Section 1.01, and (iii) any request for extension or conversion of a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of that shall fail to specify an Interest Accrual Period applicable thereto; and provided, further, that no Loan may shall be made as deemed to be a request for an Interest Accrual Period of one month. Each such extension or converted into conversion shall be effected by the Borrower by giving a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing written notice (or telephone notice promptly confirmed in securities bearing interest at writing) (a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a “Notice of Conversion/Continuation Continuation”) to Lender no later than 10:00 A.M. (the Administrative Agent prior to 12:00 a.m., New York City time) at least one , on the third LIBOR Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit B-2 hereto, specifying (A) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in B) the case Loans to be so extended or converted, (C) the types of a conversion toLoans into which such Loans are to be converted, or a continuation ofand, a LIBOR Rate Loan)if appropriate, (D) the applicable Interest Accrual Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that irrevocable. So long as there is no Default or Event of Default has occurred and is continuingDefault, (v) with respect to each in the event the Borrower does not request extension or conversion of any LIBOR Rate LoanLoan in accordance with this Section, whether or any such conversion or extension is not required by this Section, then such LIBOR Rate Loan will shall be for 1continued as a LIBOR Rate Loan (with an Interest Accrual Period of one month) at the end of each Interest Accrual Period applicable thereto, 2, 3 until the Borrower selects an alternate Interest Accrual Period or 6 monthsconverts such Loans to Alternate Base Rate Loans. In lieu the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of delivering the above-described Notice of Conversion/Continuation, Borrower may applicable Interest Accrual Period with respect thereto. The Administrative Agent shall give each Lender telephonic notice by the required time as promptly as practicable of any such proposed conversion/continuation under this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation to under this Section 4.01(d), the Administrative Agent shall notify each Lender on by telex or before telecopy, or other similar form of transmission, of the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one timecontinuation. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.