Common use of Conversion and Continuation of Loans Clause in Contracts

Conversion and Continuation of Loans. Five Business Days prior to the beginning of each Interest Period, the Lessee may request that the Lender determine the Adjusted LIBOR Rate applicable to such Interest Period and the Lender shall notify the Lessee of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same duration, unless the Lessee shall elect to convert all or any part thereof to a Base Rate Loan by written notice to the Lender given on any day which is at least three Business Days before the beginning of the next succeeding Interest Period. Except to the extent that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, the Lessee may elect to convert any Base Rate Loan to a LIBOR Rate Loan, (i) if a LIBOR Rate Loan shall be outstanding at the time of such election, effective on the first day of the next succeeding Interest Period, or (ii) if no LIBOR Rate Loan shall be outstanding at the time of such election, effective on any date at least three but not more than five Business Days after such election. Prior to the Completion Date, unless the Lessee shall notify the Lender to the contrary and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, each Base Rate Loan shall be automatically converted to a LIBOR Rate Loan on the next Loan Payment Date. The Lessee may elect at the end of any Interest Period with respect thereto to convert a LIBOR Rate Loan into a Base Rate Loan. Notwithstanding the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder as LIBOR Rate Loans, (ii) the first such Interest Period shall commence on the Funding Date of the first LIBOR Rate Loan borrowed hereunder and (iii) any Loan Advances thereafter requested as or converted to LIBOR Rate Loans may only be so requested or converted effective on the first day of the subsequent Interest Period. Effective as

Conversion and Continuation of Loans. Five (a) All or any part of the principal amount of a Loan may, on any Business Day, be converted into another Type of Loan; provided, however, that Eurodollar -------- ------- Loans may be converted into Base Rate Loans only on the last day of the applicable Interest Period; provided, further, that the share of each Lender in -------- ------- the Loans being so converted shall correspond to its Commitment Percentage. (b) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans. (c) Each Eurodollar Loan shall continue as a Eurodollar Loan until the end of the then current Interest Period applicable thereto, at which time such Loans shall be automatically converted into Base Rate Loans unless the Borrowers shall have given the Agent notice in accordance with Section 2.03(e) hereof requesting that such Eurodollar Loans continue as Eurodollar Loans for another Interest Period. (d) Notwithstanding anything to the contrary contained in this Section 2.03, upon the occurrence and continuation of a Default or an Event of Default, Loans may not be converted into or continued as Eurodollar Loans, unless the Majority Lenders shall instruct the Agent to notify the Borrowers, and the Agent so notifies the Borrowers in writing, that Loans may be converted into or continued as Eurodollar Loans. (e) The Borrowers shall give the Agent notice of each conversion or continuation of Loans not later than 1:00 p.m. (Boston, Massachusetts time) as follows: (y) at least three Eurodollar Business Days prior to the beginning date of each Interest Period, the Lessee may request that the Lender determine the Adjusted LIBOR Rate applicable to such Interest Period and the Lender shall notify the Lessee any requested conversion of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same duration, unless the Lessee shall elect to convert all or any part thereof to a Base Rate Loan by written notice to the Lender given on any day which is into a Eurodollar Loan, or (z) at least three Eurodollar Business Days before the beginning of the next succeeding Interest Period. Except prior to the extent that the Base Rate applies as a result date of any circumstance described requested continuation of a Eurodollar Loan. Such notice shall be substantially in Section 2.4 (f) hereofthe form of Exhibit ------- I hereto, and shall be irrevocable and effective only upon receipt by the Lessee may elect to convert any Base Rate Loan to a LIBOR Rate Loan, Agent. - Such notice shall specify (i) if a LIBOR Rate Loan shall be outstanding at the time of such election, effective on aggregate amount and the first day description of the next succeeding Interest Period, Loans to be converted or (ii) if no LIBOR Rate Loan shall be outstanding at the time of such election, effective on any date at least three but not more than five Business Days after such election. Prior to the Completion Date, unless the Lessee shall notify the Lender to the contrary and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, each Base Rate Loan shall be automatically converted to a LIBOR Rate Loan on the next Loan Payment Date. The Lessee may elect at the end of any Interest Period with respect thereto to convert a LIBOR Rate Loan into a Base Rate Loan. Notwithstanding the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder as LIBOR Rate Loanscontinued, (ii) the first requested date of such Interest Period shall commence on the Funding Date of the first LIBOR Rate Loan borrowed hereunder conversion or continuation, and (iii) any Loan Advances thereafter requested as the amount and Type of Loans into which such Loans, if any, are to be converted, or converted to LIBOR Rate Loans may only be so requested or converted effective on the first day amount of the subsequent Loans, if any, which are to be continued and, in the case of continued Eurodollar Loans, or Loans being converted into Eurodollar Loans, the duration of the Interest Period. Effective asPeriod therefor.

Conversion and Continuation of Loans. Five (a) All Loans made under Section 3.01(a) shall initially be made as Base Rate Loans. If so specified in the applicable Notice of Borrowing, Loans made under Section 3.01(a) will be converted into Eurodollar Loans on or after the third Eurodollar Business Days Day after the date of such Borrowing as provided in the Notice of Borrowing. (i) All Eurodollar Loans shall initially have the Interest Period specified by the Issuer in the applicable Notice of Borrowing. Subject to the conditions set forth in Section 6.03, on the last day of the Interest Period for such Loans, (A) provided such day is at least one month prior to the beginning end of each Interest the Loan Period, the Lessee Issuer may request that the Lender determine the Adjusted LIBOR Rate applicable from time to time elect to continue such Loans as Eurodollar Loans for an additional identical or different Interest Period and or (B) the Lender shall notify the Lessee of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same duration, unless the Lessee shall Issuer may elect to convert all or any part thereof to a such Eurodollar Loans into Base Rate Loan by written notice Loans. (ii) Subject to the Lender given conditions set forth in Section 6.03, on any Eurodollar Business Day prior to the Maturity Date of any Base Rate Loans, provided such day which is at least one month prior to the end of the Loan Period, the Issuer may elect to convert such Base Rate Loans into Eurodollar Loans with an Interest Period ending no later than the last day of the Loan Period. (iii) Each election to convert or continue any Loans shall be made by giving the Administrative Agent irrevocable notice in substantially the form of Exhibit E (a "Notice of Continuation/Conversion") not later than 11:00 a.m. (New York City time) at least three Eurodollar Business Days before the beginning date on which continuation or conversion selected in such notice is to be effective. (iv) Each Notice of Continuation/Conversion shall specify: (A) the Loans to which such notice applies; (B) the date on which the continuation or conversion selected in such notice is to be effective; and (C) the duration of the next succeeding Interest Period to be applicable to the Loans to be continued as, or converted into, Eurodollar Loans (which must comply with the provisions of the definition of Interest Period. Except ); provided, however, that if the Issuer fails to select the duration of any Interest Period, it will be deemed to have selected an Interest Period of one month. (c) If the Issuer fails to deliver a Notice of Continuation/Conversion to the extent that Administrative Agent for any Eurodollar Loans on or prior to the third Eurodollar Business Day before the end of the Interest Period therefor, the Issuer will be deemed to have elected to continue such Eurodollar Loans for a further Interest Period of one month or, if the last day of such Interest Period is less than one month prior to the end of the Loan Period, to convert such Eurodollar Loans to Base Rate applies as a result Loans. If the conditions of any circumstance described in Section 2.4 (f) hereof6.03 have not been satisfied, the Lessee may elect to convert any Base Rate Loan to a LIBOR Rate Loan, (i) if a LIBOR Rate Loan such Loans shall be outstanding at the time of such election, effective automatically become due and payable on the first last day of the next succeeding then current Interest Period. (d) Upon receipt of a Notice of Continuation/Conversion from the Issuer, or (ii) if no LIBOR Rate Loan the Administrative Agent shall be outstanding at the time of such election, effective on any date at least three but not more than five Business Days after such election. Prior to the Completion Date, unless the Lessee shall promptly notify the Lender to the contrary and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, each Base Rate Loan shall be automatically converted to a LIBOR Rate Loan on the next Loan Payment Date. The Lessee may elect at the end of any Interest Period with respect thereto to convert a LIBOR Rate Loan into a Base Rate Loan. Notwithstanding the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder as LIBOR Rate Loans, (ii) the first such Interest Period shall commence on the Funding Date of the first LIBOR Rate Loan borrowed hereunder and (iii) any Loan Advances thereafter requested as or converted to LIBOR Rate Loans may only be so requested or converted effective on the first day of the subsequent Interest Period. Effective asLenders thereof.

Conversion and Continuation of Loans. Five Business Days prior to the beginning of each Interest Period, the Lessee may request that the Lender determine the Adjusted LIBOR Rate applicable to such Interest Period and the Lender shall notify the Lessee of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same duration, unless the Lessee shall elect to convert all or any part thereof to a Base Rate Loan by written notice to the Lender given on any day which is at least three Business Days before the beginning of the next succeeding Interest Period. Except to the extent that the Base Rate applies as a result of any circumstance described in Section 2.4 (fa) hereof, the Lessee The Borrower may elect from time to time to convert any Base Reference Rate Loan to into a LIBOR LIBO Rate Loan, or any LIBO Rate Loan into a Reference Rate Loan; provided, however, that (i) no Reference Rate Loan may be converted into a LIBO Rate Loan if at such time a LIBOR Default or an Event of Default has occurred and is continuing and (ii) any conversion of a LIBO Rate Loan into a Reference Rate Loan shall be outstanding at made on, and only on, the time last day of the Interest Period for such electionLIBO Rate Loan. The Borrower shall request the Agent to effect such conversion by giving irrevocable notice to the Agent in the form of the Request for Advance, effective Letter of Credit or Conversion/Continuation of a Loan specifying: (i) the Loan to be so converted; (ii) the date of the requested conversion, which shall be a Banking Day; and (iii) if such Loan is to be converted into a LIBO Rate Loan, the initial Interest Period selected by the Borrower for such LIBO Rate Loan, provided that no Interest Period shall be selected if it would extend past the Revolving Maturity Date or, if Borrower has elected the Term-out Option, the Term-out Maturity Date. (b) The Borrower shall give such notice of conversion to the Agent no later than 9:00 a.m., San Francisco time, on the first day Banking Day before the date of the next succeeding Interest Periodrequested conversion of a Loan into a Reference Rate Loan, and no later than 9:00 a.m., San Francisco time, on the third Banking Day before the date of the requested conversion of a Loan into a LIBO Rate Loan. Each such notice shall be made by a Designated Representative and given by telephone or facsimile transmission to the Agent and, if given by telephone, shall thereafter be immediately confirmed by the Borrower by delivery to the Agent of a Request for Advance, Letter of Credit or Conversion/Continuation of a Loan. (iic) if no LIBOR Any LIBO Rate Loan may be continued as such upon the expiration of its pending Interest Period by the Borrower's giving the Agent irrevocable notice of continuation thereof no later than 9:00 a.m., San Francisco time, on the third Banking Day before the date of the requested continuation, which notice shall be outstanding at the time of such election, effective on any date at least three but not more than five Business Days after such election. Prior given by delivery to the Completion DateAgent of a Request for Advance, unless the Lessee shall notify the Lender to the contrary Letter of Credit or Conversion/Continuation of a Loan; provided, however, that no LIBO Rate Loan may be continued as such if a Default or an Event of Default has then occurred and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereofis continuing, each Base but instead, such LIBO Rate Loan shall be automatically converted to a LIBOR Reference Rate Loan on the next last day of the Interest Period for which that Adjusted LIBO Rate was determined. (d) In the event that a timely notice of conversion or continuation with regard to a LIBO Rate Loan Payment Date. is not given in accordance with this Section 2.3, then, unless the Agent shall have received timely notice in accordance with Section 2.12 that the Borrower elects to prepay such LIBO Rate Loan on the last day of such Interest Period, the Borrower shall be deemed irrevocably to have requested that such LIBO Rate Loan be converted into a Reference Rate Loan on the last day of such Interest Period. (e) The Lessee Borrower may elect at not request, continue or convert to, a LIBO Rate Loan during the Term-out Option Period in an amount and for an Interest Period that would result in all or a portion of such LIBO Rate Loan being paid in whole or in part prior to the end of any its applicable Interest Period with respect thereto by reason of the required principal amortization payments during the Term-out Option Period (as required under Section 2.5(c) hereof). (f) Unless the Agent otherwise consents, the Borrower shall not have more than six (6) LIBO Rate Loans outstanding at any one time; provided, however, that the Borrower may have up to convert a LIBOR twelve (12) LIBO Rate Loans outstanding if the Borrower pays to the Agent an additional fee of Two Hundred Fifty Dollars ($250) for each LIBO Rate Loan into a Base Rate Loan. Notwithstanding the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder as LIBOR Rate Loans, (ii) the first such Interest Period shall commence on the Funding Date requested in excess of the first LIBOR Rate Loan borrowed hereunder and (iii) any Loan Advances thereafter requested as or converted to LIBOR Rate Loans may only be so requested or converted effective on the first day of the subsequent Interest Period. Effective assix

Conversion and Continuation of Loans. Five Business Days The Borrower shall have the right at any time and from time to time upon prior irrevocable written notice in the form of Exhibit B hereto or in such other form as may be acceptable to the beginning Lender (a “Notice of each Interest Period, the Lessee may request that Rate Election”) to the Lender determine (i) not later than 10:30 a.m., New York City time, on the Adjusted LIBOR Rate applicable to such Interest Period and the Lender shall notify the Lessee day of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same durationconversion, unless the Lessee shall elect to convert all or any part thereof to of any Term SOFR Borrowing into a Base Rate Loan by written notice to the Lender given on any day which is at least Borrowing, and (ii) not later than 10:30 a.m., New York City time, three U.S. Government Securities Business Days before the beginning of the next succeeding Interest Period. Except prior to the extent that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereofconversion or continuation, the Lessee may elect to convert any Base Rate Loan Borrowing into a Term SOFR Borrowing or to continue any Term SOFR Borrowing as a LIBOR Rate LoanTerm SOFR Borrowing for an additional Interest Period, subject in each case to the following: (ia) if a LIBOR Rate Loan less than all the outstanding principal amount of the Borrowing shall be outstanding converted or continued, the aggregate principal amount of the Borrowing converted or continued shall be an integral multiple of $1,000,000 and not less than $5,000,000; (b) accrued interest on the Borrowing (or portion thereof) being converted shall be paid by the Borrower at the time of such election, effective on conversion; (c) if any Term SOFR Borrowing is converted at a time other than the first day end of the next succeeding Interest PeriodPeriod applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lender pursuant to Section 2.12; (d) no Interest Period may be selected for any Term SOFR Borrowing that would end later than the Termination Date; and (e) if an Event of Default shall have occurred and be continuing, the Borrower shall not have the right to convert or to continue the Borrowing denominated in Dollars as a Term SOFR Borrowing (and unless repaid as provided herein, each Term SOFR Borrowing shall immediately be converted to a Base Rate 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) if no LIBOR Rate Loan shall whether the Borrowing is to be outstanding at the time of such election, effective on any date at least three but not more than five Business Days after such election. Prior to the Completion Date, unless the Lessee shall notify the Lender to the contrary and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, each Base Rate Loan shall be automatically converted to a LIBOR Term SOFR Borrowing or a Base Rate Loan on Borrowing or continued as a Term SOFR Borrowing, or a Base Rate Borrowing, (iii) the next Loan Payment Datedate of such conversion or continuation (which shall be a Business Day or U.S. Government Securities Business Day, as applicable) and (iv) if the Borrowing is to be converted to a Term SOFR Borrowing or continued as a Term SOFR Borrowing, the Interest Period with respect thereto. The Lessee may elect If no Interest Period is specified in any such Notice of Interest Rate Election with respect to any conversion to a Term SOFR Borrowing or any continuation as a Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Notice of Interest Rate Election shall have been given in accordance with this Section 2.15 to convert or continue the Borrowing, the Borrowing shall, at the end of any Interest Period with respect thereto to convert a LIBOR Rate Loan into a Base Rate Loan. Notwithstanding the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder thereto (unless repaid pursuant to the terms hereof), automatically be continued as LIBOR Rate Loans, (ii) the first such Interest Period shall commence on the Funding Date a Borrowing of the first LIBOR Rate Loan borrowed hereunder same Type, and (iii) any Loan Advances thereafter requested as or converted to LIBOR Rate Loans may only be so requested or converted effective on with the first day of the subsequent same Interest Period. Effective as, as the Borrowing being continued.

Conversion and Continuation of Loans. Five The Lead Borrower on behalf of the Borrowers shall have the right at any time, (a) on three (3) Business Days Days’ prior irrevocable notice to the beginning Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., New York City time, on the third Business Day preceding the date of each any conversion), (x) to convert any outstanding Borrowings of Base Rate Loans (but in no event Swingline Loans) to Borrowings of LIBOR Loans or (y) to continue an outstanding Borrowing of LIBOR Loans for an additional Interest Period, the Lessee may request that the Lender determine the Adjusted LIBOR Rate applicable to such Interest Period and the Lender shall notify the Lessee of such Adjusted LIBOR Rate. Each LIBOR Rate Loan shall automatically be continued for another Interest Period of the same duration, unless the Lessee shall elect to convert all or any part thereof to a Base Rate Loan by written or (b) on one (1) Business Day’s prior irrevocable notice to the Lender given Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., New York City time, on any day which is at least three the first Business Days before Day preceding the beginning of the next succeeding Interest Period. Except to the extent that the Base Rate applies as a result date of any circumstance described in Section 2.4 (f) hereofconversion), the Lessee may elect to convert any outstanding Borrowings of LIBOR Loans to a Borrowing of Base Rate Loan Loans, subject to a LIBOR Rate Loan, the following: (i) if a LIBOR Rate Loan shall no Borrowing of Loans may be outstanding at the time of such election, effective on the first day of the next succeeding Interest Periodconverted into, or continued as, LIBOR Loans at any time when an Event of Default has occurred and is continuing and the Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions; (ii) if no LIBOR Rate Loan less than a full Borrowing of Loans is converted, such conversion shall be outstanding at made pro rata among the time Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such election, effective on any date Borrowing held by such Lenders immediately prior to such refinancing; (iii) the aggregate principal amount of Loans being converted into or continued as LIBOR Loans shall be in an integral of $1,000,000 and at least three but not more than five Business Days after such election. Prior to $10,000,000; (iv) the Completion Date, unless the Lessee shall notify the Lender to the contrary and except in the event that the Base Rate applies as a result of any circumstance described in Section 2.4 (f) hereof, each Base Rate Loan shall be automatically converted to a LIBOR Rate Loan on the next Loan Payment Date. The Lessee may elect at the end of any Interest Period with respect thereto to convert a Borrowing of LIBOR Rate Loan into Loans effected by a Base Rate Loan. Notwithstanding conversion or in respect to the foregoing, (i) there shall be only one Interest Period applicable at any time for all Loan Advances outstanding hereunder Borrowing of LIBOR Loans being continued as LIBOR Rate Loans, (ii) the first such Interest Period Loans shall commence on the Funding Date date of conversion or the expiration of the first current Interest Period applicable to such continuing Borrowing, as the case may be; (v) a Borrowing of LIBOR Loans may be converted only on the last day of an Interest Period applicable thereto; (vi) each request for a conversion or continuation of a Borrowing of 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 (vii) no more than fifteen (15) Borrowings of LIBOR Loans may be outstanding at any time. If the Lead Borrower does not give notice to convert any Borrowing of Base Rate Loan borrowed hereunder and (iii) Loans, or does not give notice to continue, or does not have the right to continue, any Loan Advances thereafter requested Borrowing as LIBOR Loans, in each case as provided above, such Borrowing shall automatically be converted to, or converted to LIBOR continued as, as applicable, a Borrowing of Base Rate Loans may only be so requested or converted effective on at the first day expiration of the subsequent then-current Interest Period. Effective asThe 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.