Common use of Conversion and Continuation of Loans Clause in Contracts

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior Each conversion of Loans from one Interest Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Company’s irrevocable written notice to the Administrative Agent (which noticein the form of a Conversion/Continuation Notice, to be effective, appropriately completed and signed by a Responsible Officer of the Company. Each such Conversion/Continuation Notice must be received by the Administrative Agent not later than 12:00 noon, Boston 11:00 a.m. (New York City time, on ) three Business Days prior to the third Business Day preceding the requested date of any conversion), (x) conversion to convert any outstanding Borrowings or continuation of Prime Eurodollar Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings conversion of LIBO Eurodollar Rate Loans to a Borrowing of Prime Base Rate Loans. Except as otherwise provided herein, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans a Eurodollar Rate Loan may be converted into, continued or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto;for such Eurodollar Rate Loan. The Agent shall determine the interest rate that shall apply to any converted or continued Eurodollar Rate Loans pursuant to Section 2.10(c). (viib) each request for Each Conversion/Continuation Notice shall specify (i) whether the Company is requesting a conversion of Loans from one Interest Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Borrowing Business Day), (iii) the principal amount of LIBO Loans to be converted or continued, (iv) the Interest Type of Loans to which fails existing Loans are to state an applicable be converted, and (v) if applicable, the duration of the Interest Period with respect thereto (each such Interest Period shall comply with the provisions of the definition of “Interest Period”). (c) Notwithstanding any contrary provision hereof, if (i) an Event of Default of the type described in Section 8.01(a), (f) or (g) has occurred and is continuing, unless the Required Lenders otherwise consent or (ii) any other Event of Default has occurred and is continuing and the Required Lenders have requested, each Loan will be deemed to be converted into a request for an Base Rate Loan at the end of the Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderapplicable thereto.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable telephonic notice to the Administrative Agent (which telephonic notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversionconversion and, at the Administrative Agent's request, shall thereafter be confirmed in writing in form attached as SCHEDULE 2.17 hereto), (x) to convert any outstanding Borrowings of Prime Rate Revolving Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Revolving Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Revolving Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an unwaived Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Revolving Loans is converted, such conversion shall be made pro rata PRO RATA among the Lenders, as applicable, Lenders in accordance with the respective principal amounts of the Revolving Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Revolving Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Revolving Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen (15) five Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Revolving Loan made by such Lender.

Conversion and Continuation of Loans. The Lead (a) Each Borrower on behalf of the Borrowers shall shall, with respect to its respective Borrowings, have the right at any time, (a) on three (3) Business Days’ , upon prior irrevocable written notice to the Administrative Agent (given in the manner and at the times specified in Section 2.02(d) and 2.19, respectively, with respect to the Type of Borrowing into which notice, conversion or continuation is to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion)made, to convert any outstanding of its Borrowings of LIBO Loans to into a Borrowing of Prime Rate Loansa different Type and to continue any of its Eurodollar Borrowings into a subsequent Interest Period of any permissible duration, subject to the terms and conditions of this Agreement and to the following: (i) without each conversion or continuation shall be made pro rata among the consent of Lenders in accordance with the Required Lenders, no Borrowing respective principal amounts of Loans may be comprising the converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingBorrowing; (ii) if less than a full all the outstanding principal amount of any Borrowing of Loans is converted, such conversion shall be made pro rata among converted or continued, the Lenders, as applicable, in accordance with the respective aggregate principal amounts amount of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionconverted and/or continued shall in each case not be less than the minimum amount set forth in Section 2.02; (iii) if a Eurodollar Borrowing is converted at any time other than on the aggregate principal last day of the Interest Period applicable thereto, the applicable Borrower shall pay any amount due pursuant to Section 2.13; (iv) with respect to a Revolving Borrowing, if such Revolving Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Revolver Termination Date; (v) with respect to a Term Borrowing, if such Term Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Termination Date; and (vi) interest accrued to the day immediately preceding each date of conversion or continuation shall be payable on each Borrowing (or part thereof) that is converted or continued concurrently with such conversion or continuation. (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and the amount of Loans being the Borrowing that the applicable Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as then the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and’s duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the Lenders of any notice given pursuant to Section 2.03(a) and of each Lender’s portion of any converted or continued Borrowing. (viiic) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead applicable Borrower does shall not give have given notice in accordance with this Section 2.03 to continue any Eurodollar Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.03 to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided abovesuch Eurodollar Borrowing), such Eurodollar Borrowing shall automatically be converted tointo a Base Rate Borrowing. In the event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar Borrowings of each Borrower shall be converted into Base Rate Borrowings on the last day of the Interest Period then in effect, or continued as, as applicable, and (ii) no Base Rate Borrowing may be converted into a Borrowing of Prime Rate Loans at the expiration another Type so long as a Default or Event of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderDefault continues to exist.

Conversion and Continuation of Loans. The Lead (a) Each Borrower on behalf of the Borrowers shall shall, with respect to its respective Revolving Borrowings, have the right at any time, (a) on three (3) Business Days’ , upon prior irrevocable written notice to the Administrative Agent (given in the manner and at the times specified in Section 2.02(e) with respect to the Type of Revolving Borrowing into which notice, conversion or continuation is to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion)made, to convert any outstanding of its Revolving Borrowings of LIBO Loans to into a Revolving Borrowing of Prime Rate Loansa different Type and to continue any of its Eurodollar Revolving Borrowings into a subsequent Interest Period of any permissible duration, subject to the terms and conditions of this Agreement and to the following: (i) without each conversion or continuation shall be made pro rata among the consent Lenders in accordance with the respective principal amounts of Revolving Loans comprising the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingRevolving Borrowing; (ii) if less than a full all the outstanding principal amount of any Revolving Borrowing of Loans is converted, such conversion shall be made pro rata among converted or continued, the Lenders, as applicable, aggregate principal amount of such Revolving Borrowing converted and/or continued shall in accordance with each case not be less than the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionminimum amount set forth in Section 2.02; (iii) if a Eurodollar Borrowing is converted at any time other than on the aggregate principal last day of the Interest Period applicable thereto, the applicable Borrower shall pay any amount due pursuant to Section 2.13; (iv) if such Revolving Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Termination Date; (v) interest accrued to the day immediately preceding each date of conversion or continuation shall be payable on each Revolving Borrowing (or part thereof) that is converted or continued concurrently with such conversion or continuation; and (vi) Competitive Borrowings may not be converted or continued. (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and the amount of Loans being the Revolving Borrowing that the applicable Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Revolving Borrowing, as then the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and’s duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the Lenders of any notice given pursuant to Section 2.03(a) and of each Lender’s portion of any converted or continued Revolving Borrowing. (viiic) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead applicable Borrower does shall not give have given notice in accordance with this Section 2.03 to continue any Eurodollar Revolving Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.03 to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided abovesuch Eurodollar Borrowing), such Borrowing shall automatically be converted tointo a Base Rate Borrowing. In the event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar Revolving Borrowings of each Borrower shall be converted into Base Rate Borrowings on the last day of the Interest Period then in effect, or continued as, as applicable, and (ii) no Base Rate Borrowing may be converted into a Borrowing of Prime Rate Loans at the expiration another Type so long as a Default or Event of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderDefault continues to exist.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable telephonic notice to the Administrative Agent (which telephonic notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversionconversion and, at the Administrative Agent's request, shall thereafter be confirmed in writing in form attached as Schedule 2.17 hereto), (x) to convert any outstanding Borrowings of Prime Rate Revolving Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Revolving Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Revolving Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an unwaived Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Revolving Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders in accordance with the respective principal amounts of the Revolving Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Revolving Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Revolving Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen (15) five Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Revolving Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon1:00 p.m., Boston time, on the third Business Day preceding the date of any conversion), (xi) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (yii) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, , or (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings by the Borrowers of LIBO Loans to a Borrowing of Prime Rate Loans, subject in each case to the following: (i) without the consent of the Required Lenders, no No Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if If less than a full Borrowing of Revolving Credit Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Revolving Credit Lenders based upon their Commitment Percentages for the applicable Revolving Credit Loans in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Revolving Credit Lenders immediately prior to such conversion; (iii) the The aggregate principal amount of Prime Rate Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the The Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vi) a A Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto;; and (vii) each Each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and. (viiib) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided in SECTION 2.08(a) above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice by telephone to the Administrative Paying Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iia) if less than a full all the outstanding principal amount of any Borrowing of Loans is converted, such conversion shall be made pro rata among the Lendersconverted or continued, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans the Borrowing converted or continued shall be an integral multiple of $1,000,000 and not less than $10,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; and (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Termination Date. Each such telephonic notice shall be confirmed promptly by hand delivery or telecopy to the Paying Agent of a written notice. Each such telephonic and written notice of the Borrower pursuant to this Section 2.05 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan if such Borrowing is to be converted to or Prime Rate Loancontinued as a Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.05 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Revolving Credit Lenders based upon their Revolving Loan Credit Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Revolving Credit Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Revolving Credit Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen four (154) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Revolving Credit Lender notice of any conversion, in whole or part, of any Loan made by such Revolving Credit Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iia) if less than a full all the outstanding principal amount of any Borrowing of Loans is converted, such conversion shall be made pro rata among the Lendersconverted or continued, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans the Borrowing converted or continued shall be an integral multiple of $1,000,000 and not less than $10,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; and (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan if such Borrowing is to be converted to or Prime Rate Loancontinued as a Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (ai) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York City time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, LIBOR Loans or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, , 45 (bii) on one Business Day’s 's prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York City time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Base Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 and at least $5,000,00010,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO LIBOR Loan or Prime Base Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen twelve (1512) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice (in the form of Exhibit E) to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent 1) not later than 12:00 (noon), Boston New York City time, on the third one Business Day preceding the date of any prior to conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans Eurodollar Loan into an ABR Loan, (but in no event Swingline Loans2) not later than 12:00 (noon), New York City time, three Business Days prior to Borrowings of LIBO Loansconversion or continuation, to convert any ABR Loan into a Eurodollar Loan or (y) to continue an outstanding Borrowing of LIBO Loans any Eurodollar Loan as a Eurodollar Loan for an additional Interest Period, , and (b3) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 (noon), Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period with respect to any outstanding Borrowings of LIBO Loans Eurodollar Loan to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (i) without each conversion or continuation shall be made pro rata among the consent Lenders in accordance with the respective principal amounts of the Required LendersLoans; (ii) if less than all the outstanding principal amount of the Loans shall be converted or continued, then each resulting Loan shall satisfy the limitations specified in Section 2.07(b) regarding the maximum number of Eurodollar Loans that may be outstanding; (iii) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (iv) if any Eurodollar Loan is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.19; (v) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan; (vi) any portion of a Eurodollar Loan that cannot be converted into or continued as a Eurodollar Loan by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Loan into an ABR Loan; (vii) no Interest Period may be selected for any Eurodollar Loan that would end later than the Maturity Date or, in the case of any Eurodollar Loan that is an Incremental Loan, the relevant Incremental Loan Maturity Date; and (viii) after the occurrence and during the continuance of a Default or Event of Default, no Borrowing of Loans outstanding Loan may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion Eurodollar Loan. Each notice pursuant to this Section 2.07 shall be made pro rata among irrevocable and shall refer to this Agreement and specify (1) the Lenders, as applicable, in accordance with the respective principal amounts identity and amount of the Loans comprising Loan that the Borrower requests be converted or continued, (2) whether such Borrowing held by such Lenders immediately prior Loan is to such conversion; (iii) the aggregate principal amount of Loans being be converted into to or continued as LIBO Loans a Eurodollar Loan or an ABR Loan, (3) if such notice requests a conversion, the date of such conversion (which shall be in an integral of $1,000,000 a Business Day) and at least $5,000,000; (iv4) each Lender shall effect each conversion by applying the proceeds of its new LIBO if such Loan is to be converted to or Prime Rate continued as a Eurodollar Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of any conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of as a Borrowing of LIBO Loans which fails to state an applicable Interest Period Eurodollar Loan, the Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.07 and of each Lender’s portion of any converted or continued Loan. If the Borrower shall not have given notice in accordance with this Section 2.07 to continue any Loan into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.07 to convert such Loan), such Loan shall, after it receives notice from at the Borrowerend of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), promptly give each Lender notice automatically be continued as an ABR Loan. (b) Subject to Section 2.17, 2.18 and 2.20, the Loans converted or continued pursuant to Section 2.07(a) shall be comprised entirely of any conversion, in whole ABR Loans or part, of any Loan made by such LenderEurodollar Loans as the Borrower may request pursuant to this Section 2.07.

Conversion and Continuation of Loans. The Lead Borrower Parent (for itself and on behalf of the Borrowers shall have Co-Borrowers) may, by delivery to the right Administrative Agent of a Continuation/Conversion Notice (herein called a "Continuation/Conversion Notice"), in the form of Exhibit C attached hereto with appropriate insertions, before 10:00 A.M., Chicago time, at any time, least: (a) on three (3) Business Days’ Days prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the proposed conversion date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO into LIBOR Rate Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one (1) Business Day’s irrevocable notice Day prior to the Administrative Agent proposed conversion date to convert LIBOR Rate Loans into Base Rate Loans, and (which notice, c) three (3) Business days prior to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on proposed continuation date to continue any LIBOR Rate Loan into a subsequent Interest Period of the date same duration or of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loansother duration permitted hereunder in the same Applicable Currency, subject to the following: (i) without the consent Interest Period applicable to any LIBOR Rate Loan resulting from a conversion shall be specified by the Parent in the Continuation/Conversion Notice delivered pursuant to this Section; provided, however, that if no such Interest Period shall be specified, the Parent shall be deemed to have selected an Interest Period of one month's duration. If the Required LendersParent shall not have given timely notice to continue any Loan into a subsequent Interest Period and shall not otherwise have given notice to convert such Loan, no Borrowing of Loans may such Loan, unless repaid pursuant to the terms hereof, shall automatically be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuinginto a Base Rate Loan denominated in Dollars; (ii) if less than a full Borrowing of all Loans is convertedat the time outstanding shall be converted or continued, such conversion or continuation shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of Loans of such Type (and have the Loans comprising such Borrowing same Interest Period) held by such Lenders immediately prior to such conversionconversion or continuation; (iii) in the case of a conversion or continuation of less than all Loans, the aggregate principal amount of such Loans being converted into or continued as LIBO Loans shall not be in an integral less than a Dollar Equivalent amount of $1,000,000 and at least 2,500,000 or any larger integral Dollar Equivalent multiple of $5,000,000500,000 in excess thereof; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO if any LIBOR Rate Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to is converted at a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on time other than the last day of an Interest Period applicable thereto, the Parent shall at the time of conversion pay any loss or expense (including, without limitation, breakage losses and expenses) associated therewith pursuant to Section 7.5; (viiv) each request for a conversion or continuation any portion of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed Loan maturing or required to be a request for an Interest Period of repaid in less than one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans month may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted tointo, or continued as, as applicable, a Borrowing LIBOR Rate Loan; and (vi) any portion of Prime a LIBOR Rate Loans Loan required to be paid on any principal payment date occurring in less than one month after the end of the then-current Interest Period applicable to such Loan shall be automatically converted at the expiration end of such Interest Period into a Base Rate Loan. Notwithstanding the then current Interest Period. The Administrative Agent shallforegoing, after it receives notice from the Borrowerso long as any Default or Event of Default shall exist, promptly give each Lender notice of any conversion, in whole no Loans shall be converted to or part, of any Loan made by such Lendercontinued as LIBOR Rate Loans.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice (a “Notice of Interest Rate Election”) to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding the date day of conversion, to convert all or any part of any conversion)Eurodollar Borrowing into a Base Rate Borrowing, and (xii) not later than 10:30 a.m., New York City time, three Eurodollar Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject in each case to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, each conversion or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion continuation shall be made pro rata among the Lenders, as applicable, Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionthe converted or continued Borrowing; (iiib) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of Loans being the Borrowing converted into or continued as LIBO Loans shall be in an integral multiple of $1,000,000 and at least not less than $5,000,00050,000,000; (ivc) each Lender accrued interest on a Borrowing (or portion thereof) being converted shall effect each conversion be paid by applying the proceeds Borrower at the time of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so convertedconversion; (vd) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.14; (e) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date; and (f) if an Event of Default shall have occurred and be continuing, the Borrower shall not have the right to convert or to continue any Borrowing as a Eurodollar Borrowing. Each Notice of Interest Rate Election shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing to be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or a Base Rate Borrowing, (iii) the date of such conversion or continuation (which shall be a Eurodollar Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect to a Borrowing thereto. If no Interest Period is specified in any such Notice of LIBO Loans effected by a conversion or in Interest Rate Election with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time’s duration. If the Lead Borrower does not give notice no Notice of Interest Rate Election shall have been given in accordance with this Section 2.18 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as a Base Rate Borrowing. Upon receipt of a Notice of Interest Rate Election, the Administrative Agent shall promptly notify each Bank of the contents thereof and of each Bank’s share of each converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderBorrowing.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time,any (ai) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO LoansLoans in the case of the Domestic Borrowers and to Borrowings of BA Equivalent Loans in the case of the Canadian Borrower, or (y) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans for an additional Interest Period, (bii) on one Business Day’s prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings by the Domestic Borrowers of LIBO Loans to a Borrowing of Prime Rate Loans, and to convert any outstanding Borrowings by the Canadian Borrower of BA Equivalent Loans to a Borrowing of CD$ denominated Prime Rate Loans, subject to the following: (ib) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans, at any time when an Event of Default has occurred and is continuing; (iic) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders and the Canadian Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiid) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$1,000,000 and at least CD$5,000,000; (ive) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted and each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or CD$ denominated Prime Rate Loan, as the case may be, to its Loan being so converted; (vf) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or in respect to the Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vig) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (viih) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiii) no more than fifteen eight (15) 8) Borrowings of LIBO Loans and eight (8) Borrowings of BA Equivalent Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, in the case of the Domestic Borrowers, a Borrowing of dollar denominated Prime Rate Loans and, in the case of the Canadian Borrower, a Borrowing of CD$ denominated Prime Rate Loans, at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in Provided that no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default or Potential Default has occurred and is continuing;, the Borrower shall have the right, subject to the other terms and conditions of this Agreement, to continue in whole or in part (but, if in part, in the minimum amount specified for Eurodollar Loans in Section 1.1 hereof) any Eurodollar Loan from any current Interest Period into a subsequent Interest Period, provided that the Borrower shall give the Administrative Agent notice of the continuation of any such Loan as provided in Section 1.7 hereof. (b) In the event that the Borrower fails to give notice pursuant to Section 1.7 hereof of the continuation of any Eurodollar Loan or fails to specify the Interest Period applicable thereto, or an Event of Default or Potential Default has occurred and is continuing at the time any such Loan is to be continued hereunder, then such Loan shall be automatically converted as (and the Borrower shall be deemed to have given notice requesting) a Base Rate Loan, subject to Sections 8.2 and 8.3 hereof, unless paid in full on the last day of the then applicable Interest Period. (c) Provided that no Event of Default or Potential Default has occurred and is continuing, the Borrower shall have the right, subject to the terms and conditions of this Agreement, to convert Revolving Credit Loans of one type (in whole or in part) into Revolving Credit Loans of another type from time to time provided that: (i) the Borrower shall give the Administrative Agent notice of each such conversion as provided in Section 1.7 hereof, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being any Revolving Credit Loan converted into or continued as LIBO Loans hereunder shall be in an integral amount not less than the minimum amount specified for the type of $1,000,000 and at least $5,000,000; Loan in Section 1.1 hereof, (iii) after giving effect to any such conversion in part, the principal amount of any Eurodollar Loan then outstanding shall not be less than the minimum amount specified for a Eurodollar Loan in Section 1.1 hereof, (iv) each Lender any conversion of a Loan hereunder shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loanonly be made on a Business Day, as the case may be, to its Loan being so converted; and (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans any Eurodollar Loan may be converted only on the last day of an the Interest Period then applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon2:00 p.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0003,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen five (155) Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice by telephone to the Administrative Paying Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iia) if less than a full all the outstanding principal amount of any Borrowing of Loans is converted, such conversion shall be made pro rata among the Lendersconverted or continued, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $50,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; and (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date. Each such telephonic notice shall be confirmed promptly by hand delivery or telecopy to the Paying Agent of a written notice. Each such telephonic and written notice of the Borrower pursuant to this Section 2.05 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan if such Borrowing is to be converted to or Prime Rate Loancontinued as a Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.05 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice (in the form of Exhibit E) to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent 1) not later than 12:00 (noon), Boston New York City time, on the third one Business Day preceding the date of any prior to conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans Eurodollar Loan into an ABR Loan, (but in no event Swingline Loans2) not later than 12:00 (noon), New York City time, three Business Days prior to Borrowings of LIBO Loansconversion or continuation, to convert any ABR Loan into a Eurodollar Loan or (y) to continue an outstanding Borrowing of LIBO Loans any Eurodollar Loan as a Eurodollar Loan for an additional Interest Period, , and (b3) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 (noon)., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period with respect to any outstanding Borrowings of LIBO Loans Eurodollar Loan to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (i) without each conversion or continuation shall be made pro rata among the consent Lenders in accordance with the respective principal amounts of the Required LendersLoans; (ii) if less than all the outstanding principal amount of the Loans shall be converted or continued, then each resulting Loan shall satisfy the limitations specified in Section 2.07(b) regarding the maximum number of Eurodollar Loans that may be outstanding; (iii) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (iv) if any Eurodollar Loan is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.19; (v) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan; (vi) any portion of a Eurodollar Loan that cannot be converted into or continued as a Eurodollar Loan by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Loan into an ABR Loan; (vii) no Interest Period may be selected for any Eurodollar Loan that would end later than the Maturity Date; and (viii) after the occurrence and during the continuance of a Default or Event of Default, no Borrowing of Loans outstanding Loan may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion Eurodollar Loan. Each notice pursuant to this Section 2.07 shall be made pro rata among irrevocable and shall refer to this Agreement and specify (1) the Lenders, as applicable, in accordance with the respective principal amounts identity and amount of the Loans comprising Loan that the Borrower requests be converted or continued, (2) whether such Borrowing held by such Lenders immediately prior Loan is to such conversion; (iii) the aggregate principal amount of Loans being be converted into to or continued as LIBO Loans a Eurodollar Loan or an ABR Loan, (3) if such notice requests a conversion, the date of such conversion (which shall be in an integral of $1,000,000 a Business Day) and at least $5,000,000; (iv4) each Lender shall effect each conversion by applying the proceeds of its new LIBO if such Loan is to be converted to or Prime Rate continued as a Eurodollar Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of any conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of as a Borrowing of LIBO Loans which fails to state an applicable Interest Period Eurodollar Loan, the Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.07 and of each Lender’s portion of any converted or continued Loan. If the Borrower shall not have given notice in accordance with this Section 2.07 to continue any Loan into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.07 to convert such Loan), such Loan shall, after it receives notice from at the Borrowerend of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), promptly give each Lender notice automatically be continued as an ABR Loan. (b) Subject to Sections 2.17 and 2.20, the Loans shall be comprised entirely of any conversion, in whole ABR Loans or part, of any Loan made by such LenderEurodollar Loans as the Borrower may request pursuant to this Section 2.07.

Conversion and Continuation of Loans. The Lead Subject to Section 2.16, the Borrower on behalf may, by delivery to the Agent of a notice ("Continuation/Conversion Notice") in the Borrowers shall have the right at any form of Exhibit C attached hereto with appropriate insertions, before 10:00 A.M., Chicago time, (a) on , three (3) Business Days’ Days (or in the case of Clause (i) below, one (1) Business Day) prior irrevocable notice to conversion or continuation, convert or continue Loans as follows: (i) convert Eurodollar Loans into Floating Rate Loans, (ii) convert Floating Rate Loans into Eurodollar Loans, and (iii) continue a Eurodollar Loan into a subsequent Interest Period of the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date same duration or of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loansother duration permitted hereunder, subject to the following: (ia) without the consent Interest Period applicable to any Eurodollar Loan resulting from a conversion shall be specified by the Borrower in the Continuation/ Conversion Notice delivered pursuant to this Section; provided, that if no such Interest Period shall be specified, the Borrower shall be deemed to have selected an Interest Period of one month's duration. If the Required LendersBorrower shall not have given timely notice to continue any Eurodollar Loan into a subsequent Interest Period and shall not otherwise have given notice to convert such Eurodollar Loan, no Borrowing of Loans may such Eurodollar Loan unless repaid pursuant to the terms hereof shall automatically be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuinginto a Floating Rate Loan; (iib) if less than a full Borrowing of all Revolving Loans is convertedat the time outstanding shall be converted or continued, such conversion or continuation shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of Revolving Loans of such Type (and having the Loans comprising such Borrowing same Interest Period) held by such Lenders immediately prior to such conversionconversion or continuation; (iiic) in the case of a conversion or continuation of the Term Loan (or a tranche therof) or of less than all Revolving Loans, the aggregate principal amount of such Loans being converted into or continued as LIBO Loans shall be in an not less than $500,000 or any larger integral multiple of $1,000,000 and at least $5,000,000250,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO if any Eurodollar Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to is converted at a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on time other than the last day of an Interest Period applicable thereto, the Borrower shall at the time of conversion pay any loss or expense (including, without limitation, breakage losses and expenses) associated therewith pursuant to Section 2.16; (viie) each request for a conversion or continuation any portion of a Borrowing Eurodollar Loan required to be paid on any principal payment date occurring in less than one month after the end of LIBO Loans which fails to state an applicable the then-current Interest Period applicable to such Loan shall be deemed to be a request for an automatically converted at the end of such Interest Period into a Floating Rate Loan. Notwithstanding the foregoing, so long as any Default or Event of one month; and (viii) Default shall exist, no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, to or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderEurodollar Loans.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, LIBOR Loans or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, (b) on one (1) Business Day’s prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a. m. on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Base Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (viv) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (viivi) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiivii) no more than fifteen six (156) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If any of the Lead Borrower Borrowers does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the any Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior Each conversion of Loans from one Interest Type to the other, and each continuation of Eurodollar RateTerm SOFR Loans shall be made upon the Company’s irrevocable written notice to the Administrative Agent (which noticein the form of a Conversion/Continuation Notice, to be effective, appropriately completed and signed by a Responsible Officer of the Company. Each such Conversion/Continuation Notice must be received by the Administrative Agent not later than 12:00 noon, Boston 11:00 a.m. (New York City time, on ) three Business Days prior to the third Business Day preceding the requested date of any conversion), (x) conversion to convert any outstanding Borrowings or continuation of Prime Rate Eurodollar RateSOFR Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings conversion of LIBO Eurodollar RateSOFR Loans to a Borrowing of Prime Base Rate Loans. Except as otherwise provided herein, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans a Eurodollar RateTerm SOFR Loan may be converted into, continued or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto;for such Eurodollar RateTerm SOFR Loan. The Agent shall determine the interest rate that shall apply to any converted or continued Eurodollar RateSOFR Loans pursuant to Section 2.10(c). (viib) each request for Each Conversion/Continuation Notice shall specify (i) whether the Company is requesting a conversion of Loans from one Interest Type to the other, or a continuation of Eurodollar RateTerm SOFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Borrowing Business Day), (iii) the principal amount of LIBO Loans to be converted or continued, (iv) the Interest Type of Loans to which fails existing Loans are to state an applicable be converted, and (v) if applicable, the duration of the Interest Period with respect thereto (each such Interest Period shall comply with the provisions of the definition of “Interest Period”). (c) Notwithstanding any contrary provision hereof, if (i) an Event of Default of the type described in Section 8.01(a), (f) or (g) has occurred and is continuing, unless the Required Lenders otherwise consent or (ii) any other Event of Default has occurred and is continuing and the Required Lenders have requested, each Loan will be deemed to be converted into a request for an Base Rate Loan at the end of the Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderapplicable thereto.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 1:00 p.m. on the third Business Day preceding the date of any conversion), (xi) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (yii) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, , or (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject in each case to the following: (i) without the consent of the Required Lenders, no No Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an any Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence and during the continuance of an Event of Default unless the Obligations are accelerated); (ii) if If less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the LendersLenders based upon their Tranche A Commitment Percentages (or FILO Commitment Percentages, or ABL Term Loan Percentages, as applicable, the case may be) in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the The aggregate principal amount of Prime Rate Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,0005,000,000 (or $1,000,000, in the case of ABL Term Loans); (iv) each Each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the The Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vi) a A Borrowing of LIBO Loans may not be converted only on prior to the last day of an Interest Period applicable thereto, unless the applicable Borrower pays all Breakage Costs incurred in connection with such conversion;[ and] (vii) each Each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and (viii) no After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than fifteen ten (1510) Borrowings of LIBO Loans may be outstanding Interest Periods in effect at any time. one time under this Agreement. (b) If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided in SECTION 2.09(a) above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate LIBO Loans with an Interest Period of one (1) month, at the expiration of the then then-current Interest Period, provided that if an Event of Default then exists and is continuing, such Borrowing shall be converted to, or continued as a Prime Rate Loan. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO LIBOR Loans, or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, (b) on one Business Day’s 's irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO LIBOR Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen seven (157) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (ia) without if less than all the consent outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $20,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the relevant Maturity Date for such Borrowing; and (g) at the request of the Required LendersLenders to the Administrative Agent, no Borrowing of Loans may shall be continued as or converted into, or continued as, LIBO Loans into a Eurodollar Borrowing at any time when an Event of Default has occurred and is continuing; continuing and, upon such request, each Eurodollar Borrowing shall be converted into an ABR Borrowing at the end of the Interest Period applicable thereto. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising whether such Borrowing held by such Lenders immediately prior is to such conversion; be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the aggregate principal amount date of Loans being such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted into to or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate an ABR Borrowing. It is understood that the procedures described in this Section 2.04 apply to Term Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderas well as Revolving Loans.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s 's irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen twenty (1520) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Parent Borrower on behalf of the Borrowers shall have the right at any time, , (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York City time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, Eurocurrency Loans or (y) to continue an outstanding Borrowing of LIBO Eurocurrency Loans for an additional Interest Period, , or (b) on one Business Day’s irrevocable same-day notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York City time, on the date of any conversionconversion which must be a Business Day), to convert any outstanding Borrowings of LIBO Eurocurrency Loans to a Borrowing of Prime Base Rate Loans, subject to the following:: 65 (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Eurocurrency Loans at any time when an Event of Default has occurred and is continuing; continuing and the Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions, and any Eurocurrency Loans that cannot be continued as Eurocurrency Loans as a result shall, unless repaid, be converted to a Borrowing of Base Rate Loans at the end of the Interest Period therefor; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; refinancing; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Eurocurrency Loans shall be in an integral of $1,000,000 and at least $5,000,000; ; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Eurocurrency Loans effected by a conversion or in respect to the Borrowing of LIBO Eurocurrency Loans being continued as LIBO Eurocurrency Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; ; (viv) a Borrowing of LIBO Eurocurrency Loans may be converted only on the last day of an Interest Period applicable thereto; ; (viivi) each request for a conversion or continuation of a Borrowing of LIBO Eurocurrency Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and and (viiivii) no more than fifteen (15) Borrowings of LIBO Eurocurrency Loans may be outstanding at any time. If the Lead Parent Borrower does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurocurrency Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Parent Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, LIBOR Loans or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, (b) on one (1) Business Day’s 's prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Base Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (viv) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (viivi) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiivii) no more than fifteen ten (1510) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If any of the Lead Borrower Borrowers does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the any Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf Either of the Borrowers shall have the right right, at any time, (a) , on three (3) Business Days’ prior irrevocable such notice to the Administrative Agent (which notice, as is required pursuant to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion)Section 2.08, (xi) to continue any Eurodollar Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings of Prime an Alternate Base Rate Loans Loan into a Eurodollar Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, if a Default or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation only Alternate Base Rate Loans shall be available; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Eurodollar Loan continued or into which a Loan is converted into or continued as LIBO Loans shall be in an integral the minimum principal amount of $1,000,000 850,000.00 and at least in increased integral multiples of $5,000,000;100,000.00, provided that in no event shall Chase be required to offer a Eurodollar Loan in a principal amount of less than $500,000.00. (ivc) each continuation or conversion shall be effected by each Lender shall effect each conversion by applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Eurodollar Loan, the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one monthmonth and each request for a Eurodollar Loan made when such Loans are not available shall be deemed to be a request for an Alternate Base Rate Loan; and (viiif) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead event that the Borrower does shall not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case continue a Eurodollar Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime into an Alternate Base Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Perecentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen five (155) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable telephonic notice to the Administrative Agent (which telephonic notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversionconversion and, at the Administrative Agent's request, shall thereafter be confirmed in writing in form attached as SCHEDULE 2.17 hereto), (x) to convert any outstanding Borrowings of Prime Rate Revolving Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Revolving Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Revolving Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an unwaived Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Revolving Loans is converted, such conversion shall be made pro rata PRO RATA among the Tranche A Revolving Lenders or Tranche B Revolving Lenders, as applicable, in accordance with the respective principal amounts of the Revolving Loans comprising such Borrowing held by such Revolving Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Revolving Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,000; (ivd) each Revolving Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Revolving Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen (15) five Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Revolving Loan made by such Revolving Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, , on two (a2) on Business Days’ prior irrevocable notice (unless the Administrative Agent notifies the Borrower in writing that three (3) Business Days’ prior irrevocable notice is required) to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 1:00 p.m. on the second (or third if applicable) Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans or Term Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: : (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; ; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their applicable Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; ; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,000; 1,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; ; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; ; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; ; (viig) each request for a conversion or continuation of a Borrowing of a Revolving Loan that is a LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LoansLoan, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, of a Borrowing of Prime Rate Loans at the expiration portion of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Term Loan made by such Lender.that is a LIBO 78

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (ia) without if less than all the consent outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $20,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Revolving Maturity Date; and (g) at the request of the Required LendersLenders to the Administrative Agent, no Borrowing of Loans may shall be continued as or converted into, or continued as, LIBO Loans into a Eurodollar Borrowing at any time when an Event of Default has occurred and is continuing; continuing and, upon such request, each Eurodollar Borrowing shall be converted into an ABR Borrowing at the end of the Interest Period applicable thereto. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising whether such Borrowing held by such Lenders immediately prior is to such conversion; be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the aggregate principal amount date of Loans being such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted into to or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in Provided that no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default or Potential Default has occurred and is continuing;, the Borrowers shall have the right, subject to the other terms and conditions of this Agreement, to continue in whole or in part (but, if in part, in the minimum amount specified for Eurodollar Loans in Section 1.1 hereof) any Eurodollar Loan from any current Interest Period into a subsequent Interest Period, provided that such Borrower shall give the Administrative Agent notice of the continuation of any such Loan as provided in Section 1.5 hereof. (b) In the event that a Borrower fails to give notice pursuant to Section 1.5 hereof of the continuation of any Eurodollar Loan or fails to specify the Interest Period applicable thereto, or an Event of Default or Potential Default has occurred and is continuing at the time any such Loan is to be continued hereunder, then such Loan shall be automatically converted as (and the relevant Borrower shall be deemed to have given notice requesting) a Base Rate Loan, subject to Sections 8.2 and 8.3 hereof, unless paid in full on the last day of the then applicable Interest Period. (c) Provided that no Event of Default or Potential Default has occurred and is continuing, the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to convert Revolving Credit Loans of one type (in whole or in part) into Revolving Credit Loans of another type from time to time provided that: (i) the Borrower shall give the Administrative Agent notice of each such conversion as provided in Section 1.5 hereof, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being any Revolving Credit Loan converted into or continued as LIBO Loans hereunder shall be in an integral amount not less than the minimum amount specified for the type of $1,000,000 and at least $5,000,000; Loan in Section 1.1 hereof, (iii) after giving effect to any such conversion in part, the principal amount of any Eurodollar Loan then outstanding shall not be less than the minimum amount specified for a Eurodollar Loan in Section 1.1 hereof, (iv) each Lender any conversion of a Loan hereunder shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loanonly be made on a Business Day, as the case may be, to its Loan being so converted; and (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans any Eurodollar Loan may be converted only on the last day of an the Interest Period then applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, , on two (a2) on Business Days’ prior irrevocable notice (unless the Administrative Agent notifies the Borrower in writing that three (3) Business Days’ prior irrevocable notice is required) to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 1:00 p.m. on the second (or third if applicable) Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and (viiih) no more than fifteen six (156) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon12:30 p.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen seven (157) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right right, at any time, (a) , on three (3) Business Days’ prior irrevocable such notice to the Administrative Agent (which notice, Bank as is required pursuant to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion)Sections 2.02 and 2.09, (xi) to continue any Eurodollar Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings of a Prime Rate Loans Loan into a Eurodollar Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when if an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation only Prime Rate Loans shall be available; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Eurodollar Loan continued or into which a Loan is converted into or continued as LIBO Loans shall be in an integral the minimum principal amount of $1,000,000 1,000,000.00 and at least in minimum increased multiples of $5,000,000100,000.00; (ivc) each Lender continuation or conversion shall effect each conversion be effected by the Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Eurodollar Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; andmonth and each request for a Eurodollar Loan made when such Loans are not available shall be deemed to be a request for a Prime Rate Loan; (viiif) no more than fifteen unless sufficient Prime Rate Loans are outstanding or other Eurodollar Loans are outstanding with Interest Periods expiring prior to the next scheduled installment payment of the Term Loan Note, and are sufficient to enable the Borrower to make such installment payment, any Eurodollar Loan, a portion of which is required to be repaid on any such installment payment date shall be automatically converted at the end of such Interest Period into an Prime Rate Loan; (15g) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead event that the Borrower does shall not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case continue a Eurodollar Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, into a Borrowing of Prime Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on Except as otherwise provided herein, (i) each conversion of Loans from one Interest Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable written notice to the Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative, (ii) such Conversion/Continuation Notice must be received by the Agent not later than 11:00 a.m. three (3) Business Days’ Days prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the requested date of any conversion), (x) conversion to convert any outstanding Borrowings or continuation of Prime Rate SOFR Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO a SOFR Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be continued or converted only on the last day of an Interest Period applicable thereto;for such SOFR Loan. The Agent shall determine the interest rate that shall apply to any converted or continued SOFR Loans pursuant to Section 2.07(b). (viib) each request for Each Conversion/Continuation Notice shall specify (i) whether the Borrower Representative is requesting a conversion of Loans from one Interest Type to the other, or a continuation of SOFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Borrowing Business Day), (iii) the principal amount of LIBO Loans to be converted or continued, (iv) the Interest Type of Loans to which fails existing Loans are to state an applicable be converted, and (v) if applicable, the duration of the Interest Period with respect thereto (each such Interest Period shall comply with the provisions of the definition of “Interest Period”). (c) Notwithstanding any contrary provision hereof, if (i) an Event of Default of the type described in Section 8.01(a), (f) or (g) has occurred and is continuing, unless the Required Lenders otherwise consent or (ii) any other Event of Default has occurred and is continuing and the Required Lenders have requested, each Loan will be deemed to be converted into a request for an Base Rate Loan at the end of the Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderapplicable thereto.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (ai) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (bii) on one Business Day’s 's prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ib) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iic) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiid) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (ive) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (vf) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vig) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viih) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiii) no more than fifteen ten (1510) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (ia) without if less than all the consent outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $20,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date; and (g) at the request of the Required LendersLenders to the Administrative Agent, no Borrowing of Loans may shall be continued as or converted into, or continued as, LIBO Loans into a Eurodollar Borrowing at any time when an Event of Default has occurred and is continuing; continuing and, upon such request, each Eurodollar Borrowing shall be converted into an ABR Borrowing at the end of the Interest Period applicable thereto. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising whether such Borrowing held by such Lenders immediately prior is to such conversion; be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the aggregate principal amount date of Loans being such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted into to or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Base Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen five (155) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf may, by ------------------------------------ delivery to the Agent of a Continuation/Conversion Notice (herein called a "Continuation/Conversion Notice"), in the Borrowers shall have the right at any form of Exhibit D attached hereto with --------- appropriate insertions, before 10:00 A.M., Chicago time, (a) on , three (3) Business Days’ Days prior irrevocable notice to the Administrative Agent conversion or continuation, convert or continue Loans as follows: (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (xa) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO into LIBOR Rate Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to convert LIBOR Rate Loans into Base Rate Loans, and (c) continue any such Loan into a subsequent Interest Period of the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date same duration or of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loansother duration permitted hereunder, subject to the following: (i) without the consent Interest Period applicable to any LIBOR Rate Loan resulting from a conversion shall be specified by the Borrower in the Continuation/ Conversion Notice delivered pursuant to this Section; provided, however, that if no such Interest Period shall be specified, -------- ------- the Borrower shall be deemed to have selected an Interest Period of one month's duration. If the Required LendersBorrower shall not have given timely notice to continue any Loan into a subsequent Interest Period and shall not otherwise have given notice to convert such Loan, no Borrowing of Loans may such Loan, unless repaid pursuant to the terms hereof, shall automatically be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuinginto a Base Rate Loan; (ii) if less than a full Borrowing of all Loans is convertedat the time outstanding shall be converted or continued, such conversion or continuation shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of Loans of such Type (and have the Loans comprising such Borrowing same Interest Period) held by such Lenders immediately prior to such conversionconversion or continuation; (iii) in the case of a conversion or continuation of less than all Loans, the aggregate principal amount of such Loans being converted into or continued as LIBO Loans shall not be in an less than 2,500,000 or any larger integral multiple of $1,000,000 and at least $5,000,000500,000 in excess thereof; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO if any LIBOR Rate Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to is converted at a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on time other than the last day of an Interest Period applicable thereto, the Borrower shall at the time of conversion pay any loss or expense (including, without limitation, breakage losses and expenses) associated therewith pursuant to Section 7.5; ----------- (v) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into, or continued as, a LIBOR Rate Loan; (vi) any portion of a LIBOR Rate Loan required to be paid on any principal payment date occurring in less than one month after the end of the then-current Interest Period applicable to such Loan shall be automatically converted at the end of such Interest Period into a Base Rate Loan; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable no Interest Period for any Term Loan shall be deemed to be a request for an extend beyond the Term Loan Termination Date and no Interest Period of one monthfor any Revolving Loan shall extend beyond the Revolving Loan Termination Date; and (viii) no more than fifteen (15) Borrowings Interest Period applicable to a Term Loan or portion thereof shall extend beyond any date upon which is due any scheduled principal payment in respect of LIBO the Term Loans may unless the aggregate principal amount of Term Loans represented by Base Rate Loans or LIBOR Rate Loans having Interest Periods that will expire on or before such date, equals or exceeds the amount of such principal payment. Notwithstanding the foregoing, so long as any Default shall exist, no Loans shall be outstanding at any time. If the Lead Borrower does not give notice converted to convert any Borrowing of Prime or continued as LIBOR Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (ai) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO LoansLoans in the case of the Domestic Borrowers and to Borrowings of BA Equivalent Loans in the case of the Canadian Borrower, or (y) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans for an additional Interest Period, (bii) on one Business Day’s prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings by the Domestic Borrowers of LIBO Loans to a Borrowing of dollar denominated Prime Rate Loans, and to convert any outstanding Borrowings of BA Equivalent Loans to a Borrowing of CD$ denominated Prime Rate Loans, subject to the following: (ib) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans, at any time when an Event of Default has occurred and is continuing; (iic) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders and the Canadian Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiid) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$1,000,000 and at least CD$5,000,000; (ive) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or dollar denominated Prime Rate Loan, as the case may be, to its Loan being so converted and each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or CD$ denominated Prime Rate Loan, as the case may be, to its Loan being so converted; (vf) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or in respect to the Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vig) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (viih) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiii) no more than fifteen ten (1510) Borrowings of LIBO Loans and ten (10) Borrowings of BA Equivalent Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, in the case of the Domestic Borrowers, a Borrowing of dollar denominated Prime Rate Loans and, in the case of the Canadian Borrower, a Borrowing of CD$ denominated Prime Rate Loans, at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, LIBOR Loans or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, (b) on one (1) Business Day’s prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Base Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (viv) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (viivi) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiivii) no more than fifteen six (156) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If any of the Lead Borrower Borrowers does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the any Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the date same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in with respect to the a Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen ten (1510) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers Xxxxxx shall have the right right, at any time, (a) , on three (3) Business Days’ prior irrevocable such notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date as set forth in Section 2.10(b) of any conversion)this Agreement, (xi) to continue any Eurodollar Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings of Prime an Alternate Base Rate Loans Loan into a Eurodollar Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, Default or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Eurodollar Loan continued or converted into or continued as LIBO Loans shall be in an integral the minimum amount of $1,000,000 250,000.00 and at least in increased integral multiples of $5,000,000100,000.00; (ivc) each Lender continuation or conversion shall effect be effected by each conversion by Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Eurodollar Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (f) unless sufficient Alternate Base Rate Loans are outstanding or other Eurodollar Loans are outstanding with Interest Periods expiring prior to the next scheduled installment payment of the Term Loan Notes, and are sufficient to enable Xxxxxx to make such installment payments, any Eurodollar Loan, a portion of which is required to be repaid on any such installment payment date shall be automatically converted at the end of such Interest Period into an Alternate Base Rate Loan; and (viiig) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead Borrower does event that Xxxxxx shall not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case continue a Eurodollar Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime into an Alternate Base Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s 's irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; ; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, LIBOR Loans or (y) to continue an outstanding Borrowing of LIBO LIBOR Loans for an additional Interest Period, (b) on one (1) Business Day’s prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOR Loans to a Borrowing of Prime Base Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOR Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOR Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO LIBOR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOR Loans being continued as LIBO LIBOR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (viv) a Borrowing of LIBO LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (viivi) each request for a conversion or continuation of a Borrowing of LIBO LIBOR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiivii) no more than fifteen ten (1510) Borrowings of LIBO LIBOR Loans may be outstanding at any time. If any of the Lead Borrower Borrowers does not give notice to convert any Borrowing of Prime Base Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted Table of Contents to, or continued as, as applicable, a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the any Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead (a) Each Borrower on behalf of the Borrowers shall shall, with respect to its respective Revolving Borrowings, have the right at any time, (a) on three (3) Business Days’ , upon prior irrevocable written notice to the Administrative Agent (given in the manner and at the times specified in Section 2.02(e) with respect to the Type of Revolving Borrowing into which notice, conversion or continuation is to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion)made, to convert any outstanding of its Revolving Borrowings of LIBO Loans to into a Revolving Borrowing of Prime Rate Loansa different Type and to continue any of its Eurodollar Revolving Borrowings into a subsequent Interest Period of any permissible duration, subject to the terms and conditions of this Agreement and to the following: (i) without each conversion or continuation shall be made pro rata among the consent Lenders in accordance with the respective principal amounts of Revolving Loans comprising the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingRevolving Borrowing; (ii) if less than a full all the outstanding principal amount of any Revolving Borrowing of Loans is converted, such conversion shall be made pro rata among converted or continued, the Lenders, as applicable, aggregate principal amount of such Revolving Borrowing converted and/or continued shall in accordance with each case not be less than the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionminimum amount set forth in Section 2.02; (iii) if a Eurodollar Borrowing is converted at any time other than on the aggregate principal last day of the Interest Period applicable thereto, the applicable Borrower shall pay any amount due pursuant to Section 2.13; (iv) if such Revolving Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Termination Date; and (v) interest accrued to the day immediately preceding each date of conversion or continuation shall be payable on each Revolving Borrowing (or part thereof) that is converted or continued concurrently with such conversion or continuation. (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and the amount of Loans being the Revolving Borrowing that the applicable Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Revolving Borrowing, as then the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and’s duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the Lenders of any notice given pursuant to Section 2.03(a) and of each Lender’s portion of any converted or continued Revolving Borrowing. (viiic) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead applicable Borrower does shall not give have given notice in accordance with this Section 2.03 to continue any Eurodollar Revolving Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.03 to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided abovesuch Eurodollar Borrowing), such Borrowing shall automatically be converted tointo a Base Rate Borrowing. In the event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar Revolving Borrowings of each Borrower shall be converted into Base Rate Borrowings on the last day of the Interest Period then in effect, or continued as, as applicable, and (ii) no Base Rate Borrowing may be converted into a Borrowing of Prime Rate Loans at the expiration another Type so long as a Default or Event of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderDefault continues to exist.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior Each conversion of Loans from one Interest Type to the other, and each continuation of Term SOFR Loans shall be made upon the Company’s irrevocable written notice to the Administrative Agent (which noticein the form of a Conversion/Continuation Notice, to be effective, appropriately completed and signed by a Responsible Officer of the Company. Each such Conversion/Continuation Notice must be received by the Administrative Agent not later than 12:00 noon, Boston 11:00 a.m. (New York City time, on ) three Business Days prior to the third Business Day preceding the requested date of any conversion), (x) conversion to convert any outstanding Borrowings or continuation of Prime Rate SOFR Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings conversion of LIBO SOFR Loans to a Borrowing of Prime Base Rate Loans. Except as otherwise provided herein, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans a Term SOFR Loan may be converted into, continued or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto;for such Term SOFR Loan. The Agent shall determine the interest rate that shall apply to any converted or continued SOFR Loans pursuant to Section 2.10(c). (viib) each request for Each Conversion/Continuation Notice shall specify (i) whether the Company is requesting a conversion of Loans from one Interest Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Borrowing Business Day), (iii) the principal amount of LIBO Loans to be converted or continued, (iv) the Interest Type of Loans to which fails existing Loans are to state an applicable be converted, and (v) if applicable, the duration of the Interest Period with respect thereto (each such Interest Period shall comply with the provisions of the definition of “Interest Period”). (c) Notwithstanding any contrary provision hereof, if (i) an Event of Default of the type described in Section 8.01(a), (f) or (g) has occurred and is continuing, unless the Required Lenders otherwise consent or (ii) any other Event of Default has occurred and is continuing and the Required Lenders have requested, each Loan will be deemed to be converted into a request for an Base Rate Loan at the end of the Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderapplicable thereto.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000;; ​ ​ ​ (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen seven (157) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 1:00 p.m. on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and (viiih) no more than fifteen six (156) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in Provided that no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default or Potential Default has occurred and is continuing;, the Borrowers shall have the right, subject to the other terms and conditions of this Agreement, to continue in whole or in part (but, if in part, in the minimum amount specified for Fixed Rate Loans in Section 1.1 hereof) any Fixed Rate Loan from any current Interest Period into a subsequent Interest Period, provided that the Company, on behalf of itself or LSI, shall give the Bank notice of the continuation of any such Loan as provided in Section 1.5 hereof. (b) In the event that the Company, on behalf of itself or LSI, fails to give notice pursuant to Section 1.5 hereof of the continuation of any Fixed Rate Loan or fails to specify the Interest Period applicable thereto, or an Event of Default or Potential Default has occurred and is continuing at the time any such Loan is to be continued hereunder, then such Loan shall be automatically converted as (and the Company shall be deemed to have given notice requesting) a Domestic Rate Loan, subject to Sections 1.5(b), 8.2 and 8.3 hereof, unless paid in full on the last day of the then applicable Interest Period. (c) Provided that no Event of Default or Potential Default has occurred and is continuing, the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to convert Loans of one type (in whole or in part) into Loans of another type from time to time provided that: (i) the Company, on behalf of itself or LSI, shall give the Bank notice of each such conversion as provided in Section 1.5 hereof, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being any Loan converted into or continued as LIBO Loans hereunder shall be in an integral amount not less than the minimum amount specified for the type of $1,000,000 and at least $5,000,000; Loan in Section 1.1 hereof, (iii) after giving effect to any such conversion in part, the principal amount of any Fixed Rate Loan then outstanding shall not be less than the minimum amount specified for the type of Loan in Section 1.1 hereof, (iv) each Lender any conversion of a Loan hereunder shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loanonly be made on a Business Day, as the case may be, to its Loan being so converted; and (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans any Fixed Rate Loan may be converted only on the last day of an the Interest Period then applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (ia) without if less than all the consent outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $20,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; 22 17 (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date; and (g) at the request of the Required LendersLenders to the Administrative Agent, no Borrowing of Loans may shall be continued as or converted into, or continued as, LIBO Loans into a Eurodollar Borrowing at any time when an Event of Default has occurred and is continuing; continuing and, upon such request, each Eurodollar Borrowing shall be converted into an ABR Borrowing at the end of the Interest Period applicable thereto. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising whether such Borrowing held by such Lenders immediately prior is to such conversion; be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the aggregate principal amount date of Loans being such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted into to or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate an ABR Borrowing. It is understood that the procedures described in this Section 2.04 apply to Term Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderas well as Revolving Loans.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ time upon prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent i) not later than 12:00 noon10:30 a.m., Boston New York City time, on the third Business Day preceding day of the date conversion, to convert all or any part of any conversion)Eurodollar Borrowing into an ABR Borrowing, (xii) not later than 10:30 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, ABR Borrowing into a Eurodollar Borrowing or (y) to continue an outstanding any Eurodollar Borrowing of LIBO Loans as a Eurodollar Borrowing for an additional Interest Period, Period and (biii) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon10:30 a.m., Boston New York City time, on the date of any three Business Days prior to conversion), to convert the Interest Period, with respect to any outstanding Borrowings of LIBO Loans Eurodollar Borrowing to a Borrowing of Prime Rate Loansanother permissible Interest Period, subject in each case to the following: (ia) without if less than all the consent outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $10,000,000 and not less than $20,000,000; (b) accrued interest on a Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing which cannot be continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurodollar Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Revolving Maturity Date or the Term-Out Maturity Date; and (g) at the request of the Required LendersLenders to the Administrative Agent, no Borrowing of Loans may shall be continued as or converted into, or continued as, LIBO Loans into a Eurodollar Borrowing at any time when an Event of Default has occurred and is continuing; continuing and, upon such request, each Eurodollar Borrowing shall be converted into an ABR Borrowing at the end of the Interest Period applicable thereto. Each notice of the Borrower pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests to be converted or continued, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising whether such Borrowing held by such Lenders immediately prior is to such conversion; be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the aggregate principal amount date of Loans being such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted into to or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time's duration. If the Lead Borrower does shall not give have given notice in accordance with this Section 2.04 to convert or continue any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing, such Borrowing shall shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to, or continued as, into a new Interest Period as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lenderan ABR Borrowing.

Conversion and Continuation of Loans. (i) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, 11:00 a.m. on the third Business Day preceding the date of any conversion), (x1) to convert any outstanding Borrowings of Prime Rate Loans (but in no event other than Swingline Loans) to Borrowings of LIBO Loans, or (y2) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, , or (b3) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject . Each telephonic notice by the Borrower pursuant to this Section 2.09(a) must be confirmed promptly by delivery to the followingAdministrative Agent of a written notice (which shall substantially be made in the form attached hereto as Exhibit C), appropriately completed and signed by a Responsible Officer of the Borrower. Each such (whether telephonic or written) shall specify (1) whether the Borrower is requesting a conversion of Revolving Credit Loans or Term Loans from one Type to the other, or a continuation of LIBO Loans, (2) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal amount of Loans to be converted or continued, (4) if applicable, the Type of Revolving Credit Loans or Term Loans, as applicable, to which existing Revolving Credit Loans or Term Loans, as applicable, are to be converted, and (5) if applicable, the duration of the Interest Period with respect thereto. Notwithstanding the foregoing to the contrary: (iA) without the consent of the Required Lenders, no No Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an any Event of Default has occurred and is continuing; (iiB) if If less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lendersapplicable Lenders based upon their Revolving Commitment Percentages or Term Commitment Percentage, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such applicable Lenders immediately prior to such conversion; (iiiC) the The aggregate principal amount of Prime Rate Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (ivD) each Each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (vE) the The Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (viF) a A Borrowing of LIBO Loans may not be converted only on prior to the last day of an Interest Period applicable thereto;, unless the Borrower pays all Breakage Costs incurred in connection with such conversion; and (viiG) each Each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and. (viiiii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided in SECTION 2.04(b)(ii) above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate LIBO Loans with an Interest Period of one (1) month, at the expiration of the then then-current Interest Period, provided that if an Event of Default then exists and is continuing, such Borrowing shall be converted to, or continued as a Prime Rate Loan. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each applicable Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicablebased upon their Commitment Percentages, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen six (156) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata PRO RATA among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 and at least $5,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen five (155) Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen ten (1510) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in Provided that no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default or Potential Default has occurred and is continuing;, the Borrowers shall have the right, subject to the other terms and conditions of this Agreement, to continue in whole or in part (but, if in part, in the minimum amount specified for Eurodollar Loans in Section 1.1 hereof) any Eurodollar Loan from any current Interest Period into a subsequent Interest Period, provided that such Borrower shall give the Administrative Agent notice of the continuation of any such Loan as provided in Section 1.7 hereof. (b) In the event that a Borrower fails to give notice pursuant to Section 1.7 hereof of the continuation of any Eurodollar Loan or fails to specify the Interest Period applicable thereto, or an Event of Default or Potential Default has occurred and is continuing at the time any such Loan is to be continued hereunder, then such Loan shall be automatically converted as (and the relevant Borrower shall be deemed to have given notice requesting) a Base Rate Loan, subject to Sections 8.2 and 8.3 hereof, unless paid in full on the last day of the then applicable Interest Period. (c) Provided that no Event of Default or Potential Default has occurred and is continuing, the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to convert Revolving Credit Loans of one type (in whole or in part) into Revolving Credit Loans of another type from time to time provided that: (i) the Borrower shall give the Administrative Agent notice of each such conversion as provided in Section 1.7 hereof, (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being any Revolving Credit Loan converted into or continued as LIBO Loans hereunder shall be in an integral amount not less than the minimum amount specified for the type of $1,000,000 and at least $5,000,000; Loan in Section 1.1 hereof, (iii) after giving effect to any such conversion in part, the principal amount of any Eurodollar Loan then outstanding shall not be less than the minimum amount specified for a Eurodollar Loan in Section 1.1 hereof, (iv) each Lender any conversion of a Loan hereunder shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loanonly be made on a Business Day, as the case may be, to its Loan being so converted; and (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans any Eurodollar Loan may be converted only on the last day of an the Interest Period then applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings portion of a Term Loan which is a Prime Rate Loans (but in no event Swingline Loans) Loan to Borrowings of a LIBO LoansLoan, or (y) to continue an any outstanding Borrowing portion of a Term Loan which is a LIBO Loans Loan as a LIBO Loan for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston New York time, on the date of any conversion), to convert any outstanding Borrowings portion of the a Term Loan which is a LIBO Loans Loan to a Borrowing of Prime Rate LoansLoan, subject to the following: (i) without the consent no portion of the Required Lenders, no Borrowing of Term Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans any Term Loan being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 100,000 and at least $5,000,0001,000,000; (iviii) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its portion of the applicable Term Loan being so converted; (viv) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current applicable Interest Period applicable to such continued BorrowingPeriod, as the case may be; (viv) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viivi) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiivii) no more than fifteen three (153) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing portion of the applicable Term Loan shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any portion of the applicable Term Loan made by such Lender.

Conversion and Continuation of Loans. The Lead (a) Each Borrower on behalf of the Borrowers shall shall, with respect to its respective Revolving Borrowings, have the right at any time, (a) on three (3) Business Days’ , upon prior irrevocable written notice to the Administrative Agent (given in the manner and at the times specified in Section 2.02(e) with respect to the Type of Revolving Borrowing into which notice, conversion or continuation is to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion)made, to convert any outstanding of its Revolving Borrowings of LIBO Loans to into a Revolving Borrowing of Prime Rate Loansa different Type and to continue any of its Eurodollar Revolving Borrowings into a subsequent Interest Period of any permissible duration, subject to the terms and conditions of this Agreement and to the following: (i) without each conversion or continuation shall be made pro rata among the consent Lenders in accordance with the respective principal amounts of Revolving Loans comprising the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingRevolving Borrowing; (ii) if less than a full all the outstanding principal amount of any Revolving Borrowing of Loans is converted, such conversion shall be made pro rata among converted or continued, the Lenders, as applicable, aggregate principal amount of such Revolving Borrowing converted and/or continued shall in accordance with each case not be less than the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionminimum amount set forth in Section 2.02; (iii) if a Eurodollar Borrowing is converted at any time other than on the aggregate principal last day of the Interest Period applicable thereto, the applicable Borrower shall pay any amount due pursuant to Section 2.13; (iv) if such Revolving Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Termination Date; (v) interest accrued to the day immediately preceding each date of conversion or continuation shall be payable on each Revolving Borrowing (or part thereof) that is converted or continued concurrently with such conversion or continuation; and (vi) Competitive Borrowings may not be converted or continued. (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and the amount of Loans being the Revolving Borrowing that the applicable Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to the Borrowing of LIBO Loans being continued any conversion to or continuation as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued a Eurodollar Revolving Borrowing, as then the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Borrower shall be deemed to be a request for have selected an Interest Period of one month; and's duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the Lenders of any notice given pursuant to Section 2.03(a) and of each Lender's portion of any converted or continued Revolving Borrowing. (viiic) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead applicable Borrower does shall not give have given notice in accordance with this Section 2.03 to continue any Eurodollar Revolving Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.03 to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided abovesuch Eurodollar Borrowing), such Borrowing shall automatically be converted tointo a Base Rate Borrowing. In the event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar Revolving Borrowings of each Borrower shall be converted into Base Rate Borrowings on the last day of the Interest Period then in effect, or continued as, as applicable, and (ii) no Base Rate Borrowing may be converted into a Borrowing of Prime Rate Loans at the expiration another Type so long as a Default or Event of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderDefault continues to exist.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0001,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen four (154) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate LIBO Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right right, at any time, (a) , on three (3) Business Days’ prior irrevocable such notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date as set forth in Section 2.10(b) of any conversion)this Agreement, (xi) to continue any Eurodollar Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings of Prime an Alternate Base Rate Loans Loan into a Eurodollar Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, Default or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Eurodollar Loan continued or converted into or continued as LIBO Loans shall be in an integral the minimum amount of $1,000,000 250,000.00 and at least in increased integral multiples of $5,000,000100,000.00; (ivc) each Lender continuation or conversion shall effect be effected by each conversion by Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Eurodollar Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (f) unless sufficient Alternate Base Rate Loans are outstanding or other Eurodollar Loans are outstanding with Interest Periods expiring prior to the next scheduled installment payment of the Term Loan Notes, and are sufficient to enable the Borrower to make such installment payments, any Eurodollar Loan, a portion of which is required to be repaid on any such installment payment date shall be automatically converted at the end of such Interest Period into an Alternate Base Rate Loan; and (viiig) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead event that the Borrower does shall not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case continue a Eurodollar Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime into an Alternate Base Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, on prior irrevocable written notice to Agent to (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime LIBOR Loan to a Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, Loan; (b) on one Business Day’s irrevocable notice to the Administrative Agent convert any Base Rate Loan (which noticeother than Swingline Loans), or a portion thereof, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate LIBOR Loan, as specifying the case may be, to its Loan being so converted; Interest Period applicable thereto; (vc) convert the Interest Period with respect to any LIBOR Loan to another permissible Interest Period; and (d) continue any LIBOR Loan into a Borrowing subsequent Interest Period of LIBO Loans effected the same or a different permitted duration, in each case subject to the satisfaction of the following conditions: (i) The notice required to be received by a Agent from Borrower hereunder prior to the conversion or in respect to continuation of any Loan shall have been received no later than the Borrowing time required for receipt of LIBO Loans notice by Agent for the making of the Loan (A) being continued as LIBO Loans or (B) into which another Loan is being converted; (ii) Accrued interest on a Loan (or portion thereof) being converted or continued shall commence on continue to be paid quarterly in arrears, except that such amounts shall be paid by Borrower at the date time of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may becontinuation if Agent shall so specify; (viiii) a Borrowing of LIBO LIBOR Loans may be converted or continued only on the last day of the applicable Interest Period except with the payment of such fees as may be due pursuant to Section 2.2(b); (iv) LIBOR Loans may not be converted or continued into an Interest Period applicable theretohaving a maturity date occurring after the Commitment Termination Date; (v) LIBOR Loans may not be converted or continued if more than eight (8) LIBOR Loans would be outstanding as a result of such conversion or continuation; (vi) Each Base Rate Loan being converted into a LIBOR Loan and each Loan being continued into another LIBOR Loan shall be in the minimum principal outstanding amount of at least $1,000,000; (vii) each request for a Any conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period any Loan shall be deemed subject to be a request for an Interest Period the satisfaction of one monththe conditions precedent to all Loans set forth in Sections 2.11(b)(i), (ii), (iii), (iv), (vii) and (viii) at the time of conversion or continuation; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, Any conversion or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, continuation of any Loan under this Section 2.1(i) shall be made according to each Lender's Commitment Percentage. The Interest Period applicable to any LIBOR Loan resulting from a conversion shall be specified by Borrower in the notice delivered pursuant to this Section; provided, however, that if no such LenderInterest Period shall be specified, Borrower shall be deemed to have selected an Interest Period of one (1) month's duration.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, on prior irrevocable written notice to FNBB to (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime LIBOR Loan to a Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, Loan; (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Base Rate Loan, as the case may beor a portion thereof, to its Loan being so converted; a LIBOR Loan, specifying the Interest Period applicable thereto; (vc) convert the Interest Period with respect to any LIBOR Loan to another permissible Interest Period; and (d) continue any LIBOR Loan into a Borrowing subsequent Interest Period of LIBO Loans effected the same or a different permitted duration, in each case subject to the satisfaction of the following conditions: (i) The notice required to be received by a FNBB from Borrower hereunder prior to the conversion or in respect to continuation of any Loan shall have been received no later than the Borrowing time required for receipt of LIBO Loans notice by FNBB for the making of the Loan (A) being continued as LIBO Loans or (B) into which another Loan is being converted; (ii) Accrued interest on a Loan (or portion thereof) being converted or continued shall commence on continue to be paid quarterly in arrears, except that such amounts shall be paid by Borrower at the date time of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may becontinuation if FNBB shall so specify; (viiii) a Borrowing of LIBO LIBOR Loans may be converted or continued only on the last day of the applicable Interest Period except with the payment of such fees as may be due pursuant to Section 2.2(b); (iv) LIBOR Loans may not be converted or continued into an Interest Period applicable theretohaving a maturity date occurring after the date which is three (3) months after the Commitment Termination Date; (v) LIBOR Loans may not be converted or continued if more than six (6) LIBOR Loans would be outstanding as a result of such conversion or continuation; (vi) Each Base Rate Loan being converted into a LIBOR Loan and each Loan being continued into another LIBOR Loan shall be in the minimum principal outstanding amount of at least $500,000; and (vii) each request for a Any conversion or continuation of any Loan shall be subject to the satisfaction of the conditions precedent to all Loans set forth in Sections 2.8(b)(i), (ii), (iii), (iv), (vii) and (viii) at the time of conversion or continuation. The Interest Period applicable to any LIBOR Loan resulting from a Borrowing of LIBO Loans which fails conversion shall be specified by Borrower in the notice delivered pursuant to state an applicable this Section; provided, however, that if no such Interest Period shall be specified, Borrower shall be deemed to be a request for have selected an Interest Period of one (1) month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender's duration.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon2:00 p.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (iib) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiic) the aggregate principal amount of Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,0003,000,000; (ivd) each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Base Rate Loan, as the case may be, to its Loan being so converted; (ve) the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vif) a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (viig) each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiih) no more than fifteen ten (1510) Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Base Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days’ , upon prior irrevocable written notice to the Administrative Agent (given in the manner and at the times specified in Section 2.02(e) with respect to the Type of Borrowing into which notice, conversion or continuation is to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion)made, to convert any outstanding Borrowings of LIBO Loans to its Borrowings, into a Borrowing of Prime a different Type, other than into a Quoted Rate LoansBorrowing (which shall be governed by subsection (c) below), and to continue any of its Eurodollar Borrowings into a subsequent Interest Period of any permissible duration, subject to the terms and conditions of this Agreement and to the following: (i) without each conversion or continuation shall be made pro rata among the consent of Lenders in accordance with the Required Lenders, no Borrowing respective principal amounts of Loans may be comprising the converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuingBorrowing; (ii) if less than a full all the outstanding principal amount of any Borrowing of Loans is converted, such conversion shall be made pro rata among converted or continued, the Lenders, as applicable, in accordance with the respective aggregate principal amounts amount of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionconverted and/or continued shall in each case not be less than the minimum amount set forth in Section 2.02; (iii) if a Eurodollar Borrowing is converted at any time other than on the aggregate principal last day of the Interest Period applicable thereto, the Borrower shall pay any amount due pursuant to Section 2.13; (iv) if such Borrowing is to be converted into a Eurodollar Borrowing or if a Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the Maturity Date; (v) a Quoted Rate Borrowing may only be converted on the last day of the Interest Period applicable thereto; and (vi) interest accrued to the day immediately preceding each date of conversion or continuation shall be payable on each Borrowing (or part thereof) that is converted or continued concurrently with such conversion or continuation. (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and the amount of Loans being the Borrowing that the Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loana Eurodollar Borrowing, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, then the Borrowing Borrower shall be deemed to have selected an Interest Period of LIBO Loans being one month’s duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the Lenders of any notice given pursuant to Section 2.03(a) and of each Lender’s portion of any converted or continued Borrowing. (c) If the Borrower wishes to convert or continue Borrowings as LIBO Loans a Quoted Rate Borrowing, the Borrower shall commence on give the Administrative Agent notice (a “Quoted Rate Conversion Request”) so as to be received no later than 11:00 a.m. (New York time) four (4) Business Days prior to the date of the proposed conversion or continuation which shall specify (i) the expiration proposed date of such conversion or continuation, (ii) the Borrowings to be converted or continued, and (iii) the duration of the current initial Interest Period for each such Quoted Rate Borrowing. Upon receipt of a Quoted Rate Conversion Request from the Borrower, the Administrative Agent shall (i) when available on the same Business Day as such Quoted Rate Conversion Request is made, provide the Borrower with a non-binding indicative Quoted Rate and (ii) no later than 11:00 a.m. (New York City time) on the next Business Day after receipt of a Quoted Rate Conversion Request (or such later date as the Borrower may specify in the Quoted Rate Conversion Request), notify the Borrower of the proposed Quoted Rate, in each case for the Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a requested conversion or continuation as a Quoted Rate Borrowing, and provide copies of such notice to each Lender. The Borrower must decline or accept a proposed Quoted Rate quoted by the Administrative Agent by notifying the Administrative Agent in writing not later than 12:00 Noon (New York City time) on the same Business Day that it received the proposed Quoted Rate from the Administrative Agent; provided that if no written notification is received by such time, the Borrower shall be deemed to have declined the proposed Quoted Rate. An acceptance of a Borrowing of LIBO Loans which fails to state an applicable Interest Period Quoted Rate by the Borrower shall be deemed to be a request notice of conversion or continuation of the Borrowing specified in the Quoted Rate Conversion Request as a Quoted Rate Borrowing, on the date and for an initial Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any timePeriod, in each case, as specified in the Quoted Rate Conversion Request. If the Lead Borrower does accepts a proposed Quoted Rate for the requested Interest Period, then the Administrative Agent shall confirm with the Borrower in writing not give later than 1:00 p.m. on the same Business Day that the Borrower accepted a proposed Quoted Rate the agreed upon Quoted Rate, with copies of such confirmation to each Lender. Once a proposed Quoted Rate has been accepted by the Borrower and confirmed as set forth herein, the Quoted Rate for the applicable Interest Period in respect of the Borrowing to be converted or continued as a Quoted Rate Borrowing as specified in the Quoted Rate Conversion Request will be locked in as of the Business Day that such Quoted Rate is accepted by the Borrower and confirmed. (d) If the Borrower shall not have given notice in accordance with this Section 2.03 to continue any Eurodollar Borrowing or Quoted Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.03 to convert any such Eurodollar Borrowing of Prime or Quoted Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided aboveBorrowing), such Borrowing shall automatically be converted tointo a Base Rate Borrowing. In the event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar Borrowings of the Borrower shall be converted into Base Rate Borrowings on the last day of the Interest Period then in effect, or continued as, as applicable, and (ii) no Base Rate Borrowing may be converted into a Borrowing of Prime Rate Loans at the expiration another Type so long as a Default or Event of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such LenderDefault continues to exist.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers Company shall have the right right, at any time, (a) , on three (3) Business Days or three (3) Working Days’ , as applicable, prior irrevocable written notice to the Administrative Agent Bank (which notice, to be effective, must be received by the Administrative Agent Bank not later than 12:00 noon10:00 a.m., Boston New York City time, on the third (3rd) Business Day or Working Date, as applicable, preceding the date of any continuation or conversion), (xi) to continue any Fixed Rate Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings Fixed Rate Loan or portion thereof at the expiration of an Interest Period with respect thereto into a Fixed Rate Loan of a different type (subject to availability), and (iii) to convert a Prime Rate Loans Loan into a Fixed Rate Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Fixed Rate Loan continued or converted into or continued as LIBO Loans shall be in an integral the minimum amount of $1,000,000 and at least $5,000,000500,000.00; (ivc) each Lender continuation or conversion shall effect each conversion be effected by the Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Fixed Rate Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (f) unless sufficient Prime Rate Loans are outstanding or other Fixed Rate Loans are outstanding with Interest Periods expiring prior to the next scheduled installment payment of the Term Loan Note, and are sufficient to enable the Company to make such installment payment, any Fixed Rate Loan, a portion of which is required to be repaid on any such installment payment date shall be automatically converted at the end of such Interest Period into a Prime Rate Loan; (g) any request for a Match Rate Loan which shall fail to state an Interest Period or which shall be made when such Loans are not available shall be deemed to be a request for a Prime Rate Loan; and (viiih) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead Borrower does event that the Company shall not give notice to convert any Borrowing of Prime continue a Fixed Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, into a Borrowing of Prime Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) , on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon1:00 p.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) of one Type (or a portion thereof) to Borrowings a Borrowing of LIBO Loans, Loans of the other Type or (y) to continue an outstanding Borrowing of LIBO Eurodollar Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (i) without the consent of the Required Lenders, : no Borrowing of Loans may be converted into, or continued as, LIBO Eurodollar Loans at any time when an Event of Default has occurred and is continuing; (ii) ; if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, Lenders based upon their Commitment Percentages in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) ; the aggregate principal amount of Loans being converted into or continued as LIBO Eurodollar Loans shall be in an integral of $1,000,000 500,000 and at least $5,000,000; (iv) 1,000,000; each Lender shall effect each conversion by applying the proceeds of its new LIBO Eurodollar Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) ; the Interest Period with respect to a Borrowing of LIBO Eurodollar Loans effected by a conversion or in respect to the Borrowing of LIBO Eurodollar Loans being continued as LIBO Eurodollar Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vi) ; a Borrowing of LIBO Eurodollar Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) ; each request for a conversion or continuation of a Borrowing of LIBO Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month; and (viii) and no more than fifteen six (156) Borrowings of LIBO Eurodollar Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Eurodollar Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, to a Borrowing of Prime Rate Loans at the expiration of the then then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Borrowers shall have the right at any time, (ai) on three (3) Business Days’ ' prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO LoansLoans in the case of the Domestic Borrowers and to Borrowings of BA Equivalent Loans in the case of the Canadian Borrower, or (y) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans for an additional Interest Period, (bii) on one Business Day’s 's prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon11:00 a.m., Boston time, on the first Business Day preceding the date of any conversion), to convert any outstanding Borrowings by the Domestic Borrowers of LIBO Loans to a Borrowing of dollar denominated Prime Rate Loans, and to convert any outstanding Borrowings of BA Equivalent Loans to a Borrowing of CD$ denominated Prime Rate Loans, subject to the following: (ib) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans, at any time when an Event of Default has occurred and is continuing; (iic) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders and the Canadian Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversionrefinancing; (iiid) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$1,000,000 and at least CD$5,000,000; (ive) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or dollar denominated Prime Rate Loan, as the case may be, to its Loan being so converted and each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or CD$ denominated Prime Rate Loan, as the case may be, to its Loan being so converted; (vf) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or in respect to the Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vig) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (viih) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiii) no more than fifteen ten (1510) Borrowings of LIBO Loans and ten (10) Borrowings of BA Equivalent Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, in the case of the Domestic Borrowers, a Borrowing of dollar denominated Prime Rate Loans and, in the case of the Canadian Borrower, a Borrowing of CD$ denominated Prime Rate Loans, at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers Company shall have the right right, at any time, (a) , on three (3) Business Days or three (3) Working Days’ , as applicable, prior irrevocable written notice to the Administrative Agent Bank (which notice, to be effective, must be received by the Administrative Agent Bank not later than 12:00 noon10:00 a.m., Boston New York City time, on the third (3rd) Business Day or Working Date, as applicable, preceding the date of any continuation or conversion), (xi) to continue the Term Loan II or a portion thereof as a Fixed Rate Loan into a subsequent Interest Period (subject to availability), or (ii) to convert any outstanding Borrowings the Term Loan II or a portion thereof to a Fixed Rate Loan at the expiration of an Interest Period with respect thereto into a Fixed Rate Loan of a different type (subject to availability), and (iii) to convert the Term Loan II or a portion thereof which is a Prime Rate Loans Loan into a Fixed Rate Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation; (iib) if in the case of a continuation or conversion of less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective total principal amounts amount of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) Term Loan II Note, the aggregate principal amount of Loans being the Term Loan II continued or converted into or continued as LIBO Loans shall be in an integral the minimum amount of $1,000,000 and at least $5,000,000500,000.00; (ivc) each Lender continuation or conversion shall effect each conversion be effected by the Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Fixed Rate Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (f) unless sufficient Prime Rate Loans are outstanding or other Fixed Rate Loans are outstanding with Interest Periods expiring prior to the next scheduled installment payment of the Term Loan II Note, and are sufficient to enable the Company to make such installment payment, any Fixed Rate Loan, a portion of which is required to be repaid on any such installment payment date shall be automatically converted at the end of such Interest Period into a Prime Rate Loan; (g) any request for a Match Rate Loan which shall fail to state an Interest Period or which shall be made when such Loans are not available shall be deemed to be a request for a Prime Rate Loan; and (viiih) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead Borrower does event that the Company shall not give notice to convert any Borrowing of Prime continue a Fixed Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, into a Borrowing of Prime Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf may, by ------------------------------------ delivery to the Agent of a Continuation/ Conversion Notice (herein called a "Continuation/Conversion Notice") in the Borrowers shall have the right at any form of Exhibit C attached hereto with --------- appropriate insertions, before 10:00 A.M., San Francisco time, , three Business Days prior to conversion or continuation, convert or continue Loans as follows: (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Eurodollar Loans into Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to convert Base Rate Loans into Eurodollar Loans, and (c) continue any Eurodollar Loan into a subsequent Interest Period of the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date same duration or of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loansother duration permitted hereunder, subject to the following: (i) without the consent Interest Period applicable to any Eurodollar Loan resulting from a conversion shall be specified by the Borrower in the Continuation/ Conversion Notice delivered pursuant to this Section; provided, however, that if no such Interest Period shall be -------- ------- specified, the Borrower shall be deemed to have selected an Interest Period of one month's duration. If the Required LendersBorrower shall not have given timely notice to continue any Loan into a subsequent Interest Period and shall not otherwise have given notice to convert such Loan, no Borrowing of Loans may such Loan unless repaid pursuant to the terms hereof shall automatically be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuinginto a Base Rate Loan; (ii) if less than a full Borrowing of all Loans is convertedat the time outstanding shall be converted or continued, such conversion or continuation shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of Loans of such Type (and have the Loans comprising such Borrowing same Interest Period) held by such Lenders immediately prior to such conversionconversion or continuation; (iii) in the case of a conversion or continuation of less than all Loans, the aggregate principal amount of such Loans being converted into or continued as LIBO Loans shall be in an not less than $100,000 or any larger integral multiple of $1,000,000 and at least $5,000,00050,000; (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO if any Eurodollar Loan or Prime Rate Loan, as the case may be, to its Loan being so converted; (v) the Interest Period with respect to is converted at a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans may be converted only on time other than the last day of an Interest Period applicable thereto;, the Borrower shall at the time of conversion pay any loss or expense (including, without limitation, breakage losses and expenses) associated therewith pursuant to Section 7.5; ----------- (viiv) each request for a conversion or continuation any portion of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed Loan maturing or required to be a request for an Interest Period of repaid in less than one month; and (viii) no more than fifteen (15) Borrowings of LIBO Loans month may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted tointo, or continued as, as applicable, a Borrowing Eurodollar Loan; and (vi) any portion of Prime Rate Loans a Eurodollar Loan required to be paid on any principal payment date occurring in less than one month after the end of the then-current Interest Period applicable to such Loan shall be automatically converted at the expiration end of such Interest Period into a Base Rate Loan. Notwithstanding the then current foregoing, so long as any Default shall exist, no Loans shall be converted into Eurodollar Loans or continued as Eurodollar Loans into a subsequent Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have the right at any time,, ​ (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO LIBOTerm SOFR Loans, or (y) to continue an outstanding Borrowing of LIBO LIBOTerm SOFR Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO LIBOTerm SOFR Loans to a Borrowing of Prime Rate Loans, ​ subject to the following:: ​ (i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO LIBOTerm SOFR Loans at any time when an Event of Default has occurred and is continuing;; ​ (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO LIBOTerm SOFR Loans shall be in an integral of $1,000,000 and at least $5,000,000;; ​ (iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO LIBOTerm SOFR Loan or Prime Rate Loan, as the case may be, to its Loan being so converted;; ​ (v) the Interest Period with respect to a Borrowing of LIBO LIBOTerm SOFR Loans effected by a conversion or in respect to the Borrowing of LIBO LIBOTerm SOFR Loans being continued as LIBO LIBOTerm SOFR Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be;; ​ (vi) a Borrowing of LIBO LIBOTerm SOFR Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO LIBOTerm SOFR Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than fifteen (15) Borrowings of LIBO LIBOTerm SOFR Loans may be outstanding at any time. ​ If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO LIBOTerm SOFR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Borrowers shall have -------------------------------------- the right right, at any time, (a) , on three (3) Business Days’ ' prior irrevocable written notice to the Administrative Agent Bank (which notice, to be effective, must be received by the Administrative Agent Bank not later than 12:00 noon11:00 a.m., Boston New York City time, on the third (3rd) Business Day preceding the date of any conversion), continuation or conversion (xi) to continue any Fixed Rate Loan or portion thereof into a subsequent Interest Period (subject to availability) or (ii) to convert any outstanding Borrowings of a Prime Rate Loans Loan into a Fixed Rate Loan (but in no event Swingline Loans) subject to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, (b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversionavailability), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject to the following: (ia) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has shall have occurred and is continuingbe continuing at the time of any proposed conversion or continuation; (iib) if less in the case of a continuation or conversion of fewer than a full Borrowing of Loans is convertedall Loans, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being each Fixed Rate Loan continued or converted into or continued as LIBO Loans shall be in an integral the minimum amount of $1,000,000 100,000 and at least in minimum multiples of $5,000,000100,000; (ivc) each Lender continuation or conversion shall effect each conversion be effected by the Bank applying the proceeds of its the new LIBO Loan to the Loan (or Prime Rate Loan, as the case may be, to its Loan portion thereof) being so continued or converted; (vd) if the new Loan made as a result of a continuation or conversion shall be a Fixed Rate Loan, the first Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans thereto shall commence on the date of conversion continuation or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may beconversion; (vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto; (viie) each request for a conversion or continuation of a Borrowing of LIBO Loans Eurodollar Loan which fails shall fail to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viiif) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time. If in the Lead event that the Borrower does shall not give notice to convert any Borrowing of Prime continue a Fixed Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case Loan as provided above, such Borrowing Loan shall automatically be converted to, or continued as, as applicable, into a Borrowing of Prime Rate Loans Loan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.