Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not to permit such conversions. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrowers giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrowers giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Rate Incremental Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrowers shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued -------- as such during (i) if, after giving effect thereto, Section 2.7 would be contravened, (ii) after the existence of date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any -------- ------- required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Company may elect from time to time to convert Loans that are LIBOR Loans denominated in Dollars to Prime Base Rate Loans Loans, by giving the Lender Administrative Agent at least two Business Days’ prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED ; provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Company may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans denominated in Dollars by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' ’ prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), PROVIDED . Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding LIBOR Loans denominated in Dollars and Base Rate Loans may be converted as provided herein; provided that (i) no Prime Rate Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of a Default if Administrative Agent or the Lender has Majority Banks have determined in its sole discretion to not to permit such conversionsa conversion; (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened; and (iii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to the final Termination Date. (b) Any Loans that are LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Company giving at least two three Business Days' but not more than five Business Days' ’ prior irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED ; provided that no LIBOR Loan may be continued as such during (i) when any Event of Default has occurred and is continuing and the existence of a Default if Administrative Agent or the Lender has Majority Banks have determined in its sole discretion to not to permit such continuations. If a continuation; (ii) if, after giving effect thereto, subsection 2.8 would be contravened; or (iii) after the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation date that is not permitted pursuant one month prior to the preceding proviso, final Termination Date. Upon receipt of any such LIBOR Loans notice the Administrative Agent shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest Periodpromptly notify each Bank thereof.

Conversion and Continuation Options. (a) The Borrowers may elect from Subject to Section 2.10, the Borrower shall have the right at any time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender upon prior irrevocable notice of such electionto the Lender (i) not later than 12:00, confirmed in writing at least two noon, Philadelphia time, three (3) Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")or continuation, PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime any Base Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not or to permit such conversions. (b) Any continue any LIBOR Loan may be continued as such upon the expiration of the then current a LIBOR Loan for any additional Interest Period with respect thereto by the Borrowers giving at least and (ii) not later than 10:00 am, Philadelphia time, not less than two Business Days' but not (2) nor more than five (5) Business Days' irrevocable notice (which notice must be received by the Lender Days prior to 11:00 a.m., Boston time)conversion, to convert any LIBOR Advantage Loan into a LIBOR Loan, subject in each case to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that following: (a) no LIBOR Loan may be continued as such during the existence and no Base Rate Loan or LIBOR Advantage Loan may be converted to a LIBOR Loan when any Default or Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion not to permit that such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such a continuation is not permitted pursuant appropriate; and (b) any portion of a Revolver Loan maturing or required to the preceding proviso, such be repaid in less than one month may not be converted into or continued as a LIBOR Loans Loan; (c) any portion of a LIBOR Loan that cannot be converted into or continued as a LIBOR Loan by reason of subsection 2.4(a) or 2.4(b) shall be automatically converted to Prime a Base Rate Loans Loan on the last day of the Interest Period in effect for such then expiring Revolver Loan; (d) any LIBOR Loan as to which the Borrower has failed to give notice of continuation (or has failed to specify an Interest PeriodPeriod in such notice of continuation) automatically shall be continued as a LIBOR Loan with an Interest Period of one month’s duration; and (e) LIBOR Advantage Loans shall be converted to LIBOR Loans in the minimum amount of $1,000,000 or in whole multiples of $100,000 in excess thereof. Each request by the Borrower to convert or continue a Revolver Loan shall constitute a representation and warranty that no Default or Event of Default shall have occurred and be continuing. Accrued interest on a Revolver Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion. In connection with each such conversion or continuation requested by the Borrower, the Borrower shall deliver to the Lender a Notice of Borrowing.

Conversion and Continuation Options. (ai) The Borrowers Borrower may elect from time to time to convert (a) Convert any LIBOR Loans Loan to a Prime Rate Loans Loan or (b) Convert a Prime Rate Loan to a LIBOR Loan, by giving the Lender Bank at least three (3) Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior election (hereinafter referred to such proposed conversion date pursuant to the Interest Rate Option as a "Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICEConversion"), PROVIDED provided that any such conversion Notice of Conversion provided with respect to a LIBOR Loans Loan may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time Any such Notice of Conversion provided with respect to time to convert Prime Rate Loans to a LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and Loan shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of any outstanding LIBOR Loans and Prime Rate Loans may be Converted as provided herein, PROVIDED provided, that (i) no Event of Default has occurred, (ii) any such Conversion may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened, and (iii) no Prime Rate Loan may be converted Converted into a LIBOR Loan during after the existence of a Default if date that is one month prior to the Lender has determined in its sole discretion not to permit such conversionsMaturity Date. (bii) Any LIBOR Loan may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderBank, in accordance with the applicable provisions terms and conditions of the term "Interest Period" set forth in SCHEDULE 1this Agreement, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided, that no LIBOR Loan may be continued as Continued (i) upon the occurrence of an Event of Default, (ii) any such during Continuation may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened or (iii) after the existence of a Default date that is one month prior to the Maturity Date and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation Continuation is not permitted pursuant to the preceding provisothis Section 2.8, such LIBOR Loans Loan shall be automatically converted to a Prime Rate Loans Loan on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert any of its outstanding Loans (other than a Swing Loan) to a Loan of the same Class but of another Type and such Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Loans Rate Loan, as applicable; provided that (i) with respect to Prime any such conversion of a LIBOR Rate Loans by giving Loan to a Base Rate Loan, the Lender Borrower shall give the Agent at least one (1) Business Day’s prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any and such conversion of LIBOR Loans may shall only be made on the last day of an the Interest Period with respect thereto. The Borrowers may elect from time to time such LIBOR Rate Loan unless the Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to convert Prime any such conversion of a Base Rate Loans Loan to a LIBOR Loans by giving Rate Loan or any continuation of a LIBOR Rate Loan, the Lender Borrower shall give the Agent at least two, but not more than five, three (3) LIBOR Business Days' irrevocable ’ prior written notice of such election (which notice must be received by and the Lender prior to 11:00 a.m.Interest Period requested for such Loan, Boston time and shall specify the length principal amount of the initial Interest Period therefor)Loan so converted shall be in a minimum aggregate amount of $100,000 and, PROVIDED that after giving effect to the making of such Loan, there shall be no Prime more than six (6) Revolving Credit LIBOR Rate Loans outstanding at any one time; (iii) no Loan may be converted into a LIBOR Rate Loan during when any Default or Event of Default has occurred and is continuing ; and (iv) unless otherwise specified herein, no conversion from a LIBOR Rate Loan to a Base Rate Loan may be made other than at the existence end of the applicable Interest Period. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $ 1,000,000 or an integral multiple of $100,000 or a LIBOR Rate Loan in a principal amount of less than $ 1,000,000 or an integral multiple of $250,000. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Applicable Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Default if Base Rate Loan to a LIBOR Rate Loan or a continuation of a LIBOR Rate Loan shall be irrevocable by the Lender has determined in its sole discretion not to permit such conversionsBorrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of the then current an Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received compliance by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance Borrower with the applicable provisions terms of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED §4.1; provided that no LIBOR Rate Loan may be continued as such during the existence when any Default or Event of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to Prime a Base Rate Loans Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such then expiring Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date or Term Maturity Date, as applicable to such Loan, or if an Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice, PROVIDED the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.5 shall not have been contravened, (ii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued -------- as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence of date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers -------- ------- Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a1) The Borrowers Company may elect from time to time to convert LIBOR Loans outstanding (or portions thereof): (i) as LIBO Rate Loans to Prime Rate Loans by giving the Lender prior Agent irrevocable notice of such electionelection pursuant to a Notice of Conversion/Continuation no later than 9:00 a.m. (Los Angeles time) on the last day of the Interest Period for such LIBO Rate Loan, confirmed in writing at least two and (ii) as Prime Rate Loans to LIBO Rate Loans by giving the Agent irrevocable notice of such election no later than 12:00 noon (Los Angeles time) on the third (3rd) LIBOR Business Days prior to such Day preceding the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such date. Any conversion of LIBOR LIBO Rate Loans may only be made on the last day of an the applicable Interest Period with respect theretoPeriod. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no No Prime Rate Loan may be converted into a LIBOR LIBO Rate Loan during if an Event of Default or Potential Default has occurred and is continuing at the existence requested conversion date. All or any part of a Default if outstanding Loans may be converted as provided herein, provided that partial conversions shall be in an amount not less than the Lender has determined in its sole discretion not amount required pursuant to permit such conversionsParagraph 5(a)(2) above. (b2) Any LIBOR The Company may elect from time to time to have any LIBO Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect applicable thereto by giving the Borrowers giving at least two Business Days' but not more than five Business Days' Agent irrevocable notice of such election pursuant to a Notice of Conversion/Continuation no later than 12:00 noon (which notice must be received by Los Angeles time) on the Lender prior to 11:00 a.m., Boston time), to third (3rd) LIBOR Business Day preceding the Lender, in accordance with the applicable provisions last day of the term "such Interest Period" set forth in SCHEDULE 1; provided, of the length of the next Interest Period to be applicable to such LIBOR Loanshowever, PROVIDED that no LIBOR LIBO Rate Loan may be continued as such during the existence when any Event of a Default if the Lender or Potential Default has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to a Prime Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBO Rate Loan as such then expiring as provided above, the Company shall be deemed to have elected to convert the affected LIBO Rate Loan to a Prime Rate Loan on the last day of the applicable Interest Period. (3) Each request for the conversion or continuation of a Loan (or portion thereof) shall be evidenced by the timely delivery by the Company to the Agent of a duly executed Notice of Conversion/Continuation (which delivery may be by facsimile transmission) or, but only with the prior agreement of the Agent, telephonically, with any Notice of Conversion/Continuation delivered telephonically to be promptly confirmed in writing (which may be by facsimile transmission).

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection substantially in the form of Exhibit H, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' prior irrevocable written notice of such election (which substantially in the form of Exhibit H. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Loan may be converted into a LIBOR Loan during when any Default or Event of Default has occurred and is continuing and the existence Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of a Default if conversions of Revolving Credit Loans) or the Lender has determined in its sole discretion not to permit such conversionsdate of the final installment of principal of the Term Loans. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable written notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent substantially in the form of Exhibit H, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may be continued as such during (i) when any Default or Event of Default has occurred and is continuing and the existence Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of a Default continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required such written notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Administrative Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Administrative Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.5 shall not have been contravened, (ii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence of date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. Each Rate Request shall specify the portion of the Loan to be designated as (ai) The Borrowers may elect from time a Base Rate Loan Tranche, (ii) a LIBOR Loan Tranche, or (iii) if applicable and subject to time Section 7.1, a Conversion Rate Loan Tranche (subject to convert LIBOR Loans to Prime Rate Loans by giving the Lender prior irrevocable notice of such electionthis Section 2.2.2(b)), confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to and, if applicable, the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect applicable thereto. The Borrowers may elect from time pursuant to time a Rate Request to convert Prime all or any portion of an outstanding Base Rate Loans Loan Tranche to a LIBOR Loans by giving the Lender at least twoLoan Tranche or, but not more than fiveif applicable and subject to Section 7.1, Business Days' irrevocable notice all or any portion of such election (which notice must be received by the Lender prior a Base Rate Loan Tranche or a LIBOR Loan Tranche to 11:00 a.m.a Conversion Rate Loan Tranche, Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED provided that no Prime Base Rate Loan Tranche may be converted into to a LIBOR Loan during Tranche and, if applicable and subject to Section 7.1, no Base Rate Loan Tranche or LIBOR Loan Tranche may be converted to a Conversion Rate Loan Tranche: (i) when any monetary Default or any Event of Default has occurred under the existence Loan Documents and is continuing and Agent has reasonably determined that such conversion is not appropriate; or (ii) after the date which is one month prior to the Maturity Date. The Borrowers may elect pursuant to a Rate Request to convert all or any portion of the outstanding LIBOR Loan Tranches or any Conversion Rate Loan Tranche to a Default if the Lender has determined in its sole discretion not to permit such conversions. (b) Base Rate Loan Tranche. Any LIBOR Loan Tranche or Conversion Rate Loan Tranche may be continued as such upon the expiration date of the its then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but pursuant to a Rate Request, provided that no LIBOR Loan Tranche or Conversion Rate Loan Tranche may be continued: (A) when any monetary Default or any Event of Default has occurred and is continuing and Agent has reasonably determined that such a continuation is not more than five Business Days' irrevocable notice appropriate or (which notice must be received by B) after the Lender date that is one month prior to 11:00 a.m., Boston time), the Maturity Date. If the Borrowers fail to the Lender, submit a Rate Request to Agent in accordance with the applicable provisions of this Section 2.2.2(b), Agent shall (subject to Section 2.2.2(e)) continue the term "LIBOR Loan Tranche or any Conversion Rate Loan Tranche, as applicable, automatically as a one month LIBOR Loan Tranche or Conversion Rate Loan Tranche, respectively, unless the applicable Interest Period" set forth Period is less than thirty (30) days, in SCHEDULE 1which event Agent shall convert the LIBOR Loan Tranche or Conversion Rate Loan Tranche, as applicable, to a Base Rate Loan Tranche. All borrowings, conversions and continuations of the length Loan and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that after giving effect thereto, the aggregate principal amount of each LIBOR Loan Tranche or any Conversion Rate Loan Tranche shall be at least equal to $1,000,000, and any such amounts in excess of $1,000,000 shall be in integral multiples of $100,000. No more than (I) two (2) Conversion Rate Loan Tranches, (II) four (4) LIBOR Loan Tranches (if no Conversion Rate Loan Tranche shall be outstanding), (III) three (3) LIBOR Loan Tranches (if one (1) Conversion Rate Loan Tranche shall be outstanding), (IV) two (2) LIBOR Loan Tranches (if two (2) Conversion Rate Loan Tranches shall be outstanding) and (V) one (1) Base Rate Loan Tranche, in each case, may be outstanding at any time under this Agreement and the Notes. Each Rate Request will be irrevocable and binding on the Borrowers. If at any time a Conversion Rate Loan Tranche shall be outstanding, the aggregate amount of the next Interest Period Loan bearing interest at the Conversion Rate, including after giving effect to be applicable any Advance hereunder, shall at all times remain equal to such LIBOR Loansthe Proportionate Loan Amount. Notwithstanding anything contained in this Agreement to the contrary, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted may designate pursuant to a Rate Request that a portion of the preceding proviso, such LIBOR Loans Loan bear interest as a Conversion Rate Loan Tranche only if a Mortgage Conversion shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest Periodhave occurred in accordance with Section 7.1.

Conversion and Continuation Options. (a) The Borrowers may elect from shall have the right at any time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender upon prior irrevocable notice of such electionto the Agent (i) not later than 10:00 a.m., confirmed in writing at least two Philadelphia time, one Business Day prior to conversion, to convert any LIBOR Loan to a Base Rate Loan and (ii) not later than 10:00 a.m., Philadelphia time, three Business Days prior to such proposed conversion date pursuant or continuation to convert any Base Rate Loan into a LIBOR Loan or continue any LIBOR Loan as a LIBOR Loan for any additional Interest Period, subject in each case to the Interest Rate Option Notice attached as EXHIBIT C following: (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of a) a LIBOR Loans Loan may only not be made on converted at a time other than the last day of an the Interest Period with respect applicable thereto. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not to permit such conversions.; (b) Any LIBOR any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice a LIBOR Loan; (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that c) no LIBOR Loan may be continued as such during and no Base Rate Loan may be converted to a LIBOR Loan when any Default has occurred and is continuing and the existence of Agent or the Required Banks have determined that such a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant appropriate; and (d) any portion of a LIBOR Loan that cannot be converted into or continued as a LIBOR Loan by reason of subsection 2.4(b) or 2.4(c) or as to which the preceding proviso, such LIBOR Loans Borrowers have failed to give notice of conversion or continuation automatically shall be automatically converted to Prime a Base Rate Loans Loan on the last day of the Interest Period in effect for such then expiring Interest PeriodLoan. Each request by the Borrowers to convert or continue a Loan shall constitute a representation and warranty that no Default shall have occurred and be continuing. Accrued interest on a Loan (or portion thereof) being converted shall be paid by the Borrowers at the time of conversion. In connection with each such conversion or continuation requested by the Borrowers, the Borrowers shall deliver to the Agent a Notice of Borrowing or shall make such request by telephone immediately confirmed in writing, it being understood that the Agent may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Reference Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Reference Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Reference Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Reference Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Revolving Loan Commitment Expiration Date or the Final Term Loan Maturity Date, as applicable, and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during the existence of (i) if, after giving effect thereto, Section 2.7 would be contravened, or (ii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Reference Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert Convert a LIBOR Loans Loan to Prime a Base Rate Loans Loan, by giving the Lender at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion Conversion of a LIBOR Loans Loan may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Convert a Base Rate Loans Loan to a LIBOR Loans Loan by giving the Lender at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of Conversion to 11:00 a.m., Boston time and a LIBOR Loan shall specify the length of the initial Interest Period therefor). All or any part of the Term Loan may be Converted as provided herein, PROVIDED provided that (i) the Term Loan not may be Converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the Lender has determined that such a Conversion is not appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 3.3 shall not have been contravened, and (iii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence of a Default if date that is one month or 30 days, respectively, prior to the Lender has determined in its sole discretion not to permit such conversionsMaturity Date. (b) Any LIBOR Loan may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may be continued Continued as such during the existence (i) when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a Continuation is not to permit such continuations. If appropriate, (ii) if, after giving effect thereto, Section 3.3 would be contravened or (iii) after the Borrowers date that is one month or 30 days prior to, the final installment of principal and provided, further, that if the Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation Continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans Loan shall be automatically converted to Prime a Base Rate Loans Loan on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Lessee (on behalf of the Owner Trustee) may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans and LIBOR Holder Advances to ABR Holder Advances by giving the Lender Agent (on behalf of the Owner Trustee, the Lenders and the Holders) at least three Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")provided, PROVIDED that any such conversion of LIBOR Loans or LIBOR Holder Advances may only be made on the last day of an the Interest Period or Payment Period with respect thereto. The Borrowers Lessee (on behalf of the Owner Trustee) may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans and ABR Holder Advances to LIBOR Holder Advances by giving the Lender Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election election. Upon receipt of any such notice, the Agent shall promptly notify each Lender respecting the conversion of any Loans and each Holder respecting the conversion of any Holder Advances. All or any part of outstanding LIBOR Loans, ABR Loans, LIBOR Holder Advances or ABR Holder Advances may be converted as provided herein, provided, that (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that i) no Prime Rate ABR Loan or ABR Holder Advance may be converted into a LIBOR Loan during or LIBOR Holder Advance after the existence date that is one month prior to the Maturity Date or the Expiration Date, as the case may be, (ii) such notice of conversion regarding any LIBOR Loan or LIBOR Holder Advance shall contain an election by the Lessee (on behalf of the Owner Trustee) of an Interest Period for such LIBOR Loan or a Default if Payment Period for such LIBOR Holder Advance to be created by such conversion and such Interest Period or Payment Period shall be in accordance with the Lender has determined in its sole discretion not to permit such conversionsterms of the definition of the terms "Interest Period" or "Payment Period," as the case may be. (b) Any Subject to the restrictions set forth in Section 2.1, any LIBOR Loan or LIBOR Holder Advance may be continued as such upon the expiration of the then current Interest Period or Payment Period with respect thereto by the Borrowers Lessee (on behalf of the Owner Trustee) giving at least two Business Days' but not more than five Business Days' irrevocable notice to the Agent (which notice must be received by the Lender prior to 11:00 a.m., Boston time), Agent shall promptly provide to the LenderLenders and the Holders), in accordance with the applicable provisions notice provision for the conversion of the term "Interest Period" ABR Loans to LIBOR Loans or ABR Holder Advances to LIBOR Holder Advances set forth in SCHEDULE 1herein, of the length of the next Interest Period or Payment Period to be applicable to such LIBOR LoansLoans or Holder Advances, PROVIDED provided, that no LIBOR Loan or LIBOR Holder Advance may be continued as such during after the existence of a Default date that is one month prior to the Maturity Date or the Expiration Date and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If Lessee (on behalf of the Borrowers Owner Trustee) shall fail to give any required notice as described above in this Section 1.6 or otherwise herein, or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans Loan or Holder Advance shall automatically be automatically converted to Prime a Reference Rate Loans Loan or Reference Rate Holder Advance on the last day of such then expiring Interest Period or Payment Period.

Conversion and Continuation Options. (a) The Borrowers may Borrower may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert LIBOR Alternate Base Rate Loans to Prime LIBOR Rate Loans Loans, by giving the Lender Administrative Agent at least three Business Days’ prior irrevocable written notice (which notice may be by fax) of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option . A form of Notice of Conversion/ Extension is attached as EXHIBIT C (Schedule 2.11. If the "INTEREST RATE OPTION NOTICE")date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, PROVIDED that any then such conversion of LIBOR Loans may only shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period with respect theretoto such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. The Borrowers may elect from time to time to convert Prime All or any part of outstanding Alternate Base Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election may be converted as provided herein; provided that (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that i) no Prime Rate Loan may be converted into a LIBOR Rate Loan during when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof, or in any amount less than $2,000,000 which may represent the existence aggregate principal amount of a Default if the Lender has determined in its sole discretion not to permit such conversionsall outstanding LIBOR Rate Loans. (b) Any LIBOR Loan Rate Loans may be continued as such upon the expiration of the then current an Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received compliance by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance Borrower with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1Section 2.11(a); provided, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Rate Loan may be continued as such during when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the existence end of a Default if the Lender has determined in its sole discretion not to permit such continuationsapplicable Interest Period with respect thereto. If the Borrowers Borrower shall fail to give any required timely notice as described above in this Section 1.6 of an election to continue a LIBOR Rate Loan, or if such the continuation of LIBOR Rate Loans is not permitted pursuant to the preceding provisohereunder, such LIBOR Rate Loans shall be automatically converted to Prime Alternate Base Rate Loans on at the last day end of such then expiring the applicable Interest PeriodPeriod with respect thereto.

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Alternate Base Rate Loans to Prime LIBOR Rate Loans by the Parent Borrower giving the Lender Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. In addition, confirmed in writing at least two Business Days prior subject to such proposed conversion date pursuant to Section 2.17, the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime LIBOR Rate Loans to LIBOR Alternate Base Rate Loans by the Parent Borrower giving the Lender at least twoAdministrative Agent irrevocable written notice by 11:00 a.m. on the proposed date of conversion. A form of Notice of Conversion/Continuation is attached as Schedule 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, but not more than five, then such conversion shall be made on the next succeeding Business Days' irrevocable notice Day and during the period from such last day of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial an Interest Period therefor), PROVIDED to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Prime Rate Loan may be converted into a LIBOR Rate Loan during the existence when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a Default if the Lender has determined whole multiple of $250,000 in its sole discretion not to permit such conversionsexcess thereof. (b) Any LIBOR Loan Rate Loans may be continued as such upon the expiration of the then current an Interest Period with respect thereto by compliance by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1Section 2.10(a); provided, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Rate Loan may be continued as such during when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the existence end of a Default if the Lender has determined in its sole discretion not to permit such continuationsapplicable Interest Period with respect thereto. If the Borrowers Parent Borrower shall fail to give any required timely notice as described above in this Section 1.6 of an election to continue a LIBOR Rate Loan, or if such the continuation of LIBOR Rate Loans is not permitted pursuant to the preceding provisohereunder, such LIBOR Rate Loans shall be automatically converted to Prime Alternate Base Rate Loans on at the last day end of such then expiring the applicable Interest PeriodPeriod with respect thereto.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender Agent at least two (2) Business Days’ prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.9 and 2.11 and so long as no Event of Default shall have occurred and is then continuing, the Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three (3) Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and, PROVIDED subject to Sections 2.9 and 2.11, Base Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.5 shall not have been contravened and (ii) no Prime Rate such Revolving Loan may be converted into a LIBOR Loan during after the existence of a Default if date that is one month prior to the Lender has determined in its sole discretion not to permit such conversionsRevolving Loan Commitment Expiration Date. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence date that is one month prior to the Revolving Loan Commitment Expiration Date or (iii) if an Event of a Default shall have occurred and be continuing unless the Agent consents, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Revolving Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans ABR Loans, by giving the Lender Administrative Agent at least three Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Revolving Credit Loan or Term Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Required Lenders have determined that such a Default if conversion is not appropriate, (ii) no Revolving Credit Loan or Term Loan may be converted into a LIBOR Loan after the Lender has determined in its sole discretion not date that is one month prior to permit such conversions.the Revolving Credit Termination Date or the Termination Date, as the case may be, and (iii) no Swing Line Loan may be converted into a loan that bears interest at any rate other than the ABR. CREDIT AGREEMENT (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Revolving Credit Loans, PROVIDED provided that no LIBOR Loan may be continued as such during (i) when any Event of Default has occurred and is continuing and the existence Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to, the Revolving Credit Termination Date (in the case of a Default continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Revolving Credit Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender at least one (1) Business Day's prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Borrowers pay to the Lender accrued interest on such LIBOR Loans to the date of such conversion together with all amounts payable under subsection 2.16). The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, three (3) Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), PROVIDED that no . All or any part of outstanding LIBOR Loans and Prime Rate Loans may be converted as provided herein; provided, however, that (i) no Loan may be converted into a LIBOR Loan during the existence when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to permit such conversionsthe Maturity Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Appendix A, of the length of the next Interest Period to be applicable to such LIBOR Loans; provided, PROVIDED however, that no LIBOR Loan may be continued as such during the existence (i) when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a continuation is not appropriate or (ii) after the date that is one month prior to permit such continuations. If the maturity of the Loan; and provided further that if the Borrowers shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding provisopermitted, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR SOFR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election, confirmed in writing election no later than 10:00 A.M. at least two three Business Days prior to such preceding the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretodate. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR SOFR Loans by giving the Lender at least two, but not more than five, Business Days' Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. three (3) U.S. Government Securities Business Days prior to the proposed conversion date (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED ; provided that no Prime Rate ABR Loan may be converted into a LIBOR SOFR Loan during when any Event of Default has occurred and is continuing. Upon receipt of any such notice, the existence Administrative Agent shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan in a Notice of a Default if Conversion/Continuation delivered by the Lender has determined in its sole discretion not Borrower to permit such conversionsthe Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. (b) Any LIBOR The Borrower may elect from time to time to continue any SOFR Loan may be continued as by giving the Administrative Agent prior notice of such upon the expiration election in a Notice of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderConversion/Continuation, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED SOFR Loan; provided that no LIBOR SOFR Loan may be continued as such during the existence when any Event of a Default has occurred and is continuing; provided further that (x) if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such LIBOR SOFR Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender Agent at least one (1) Business Day’s prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.11, 2.24 and 2.25, and so long as no Event of Default shall have occurred and is then continuing, the Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three (3) Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and, PROVIDED subject to Sections 2.11, 2.24 and 2.25, Base Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 shall not have been contravened and (ii) no Prime Rate such Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Delayed Draw Term Loan Maturity Date, the Revolving Loan Commitment Expiration Date or the maturity date of a Default if the Lender has determined in its sole discretion not to permit such conversionsany Incremental Term Loan, as applicable. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 would be contravened, (ii) after the existence date that is one month prior to the Delayed Draw Term Loan Maturity Date, the Revolving Loan Commitment Expiration Date or the maturity date of a any Incremental Term Loan, as applicable, or (iii) if an Event of Default shall have occurred and be continuing unless the Agent consents, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate LIBOR Loans having an Interest Period of one (1) month, on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a1) The Borrowers Company may elect from time to time to convert portions of outstanding LIBOR Rate Loans to Prime Reference Rate Loans or to convert portions of outstanding Reference Rate Loans to LIBOR Rate Loans by giving the Lender prior irrevocable notice of such election: (i) in the case of LIBOR Rate Loans being converted into Reference Rate Loans, confirmed no later than 2:30 p.m. (Los Angeles time) on the date of the proposed conversion, and (ii) in writing at least two Business Days prior to such the case of Reference Rate Loans being converted into LIBOR Rate Loans, no later than 11:00 a.m. (Los Angeles time) on the date of the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion. Any conversion of LIBOR Rate Loans to Reference Rate Loans may only be made on the last day of an the applicable Interest Period with respect theretoPeriod. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime No Reference Rate Loan may be converted into a LIBOR Rate Loan during if an Event of Default or Potential Default has occurred and is continuing at the existence of a Default if the Lender has determined in its sole discretion not to permit such conversionsrequested conversion date. (b2) Any The Company may elect from time to time to have outstanding LIBOR Rate Loans continued as LIBOR Rate Loans upon the expiration of the Interest Period applicable thereto by giving the Lender irrevocable notice of such election no later than 11:00 a.m. (Los Angeles time) on the last day of such Interest Period; provided, however, that no LIBOR Rate Loan may be continued as such upon the expiration when any Event of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' Default or Potential Default has occurred and is continuing, but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime a Reference Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBOR Rate Loan as a LIBOR Rate Loan as provided above, the Company shall be deemed to have elected to convert such then expiring LIBOR Rate Loan to a Reference Rate Loan on the last day of the applicable Interest Period. (3) Each request for the conversion into or continuation of a LIBOR Rate Loan shall be evidenced by the timely delivery by the Company to the Lender of a duly executed Loan Request (which delivery may be by facsimile transmission) or, but only with the prior agreement of the Lender, telephonically.

Conversion and Continuation Options. (a) The Borrowers TheAny Borrower may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent at least two Business Days’ prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers TheAny Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' ’ prior irrevocable notice of such election (which in the case of LIBOR Loans in Dollars and at least four Business Days’ prior irrevocable notice must be received by of such election in the Lender prior case of LIBOR Loans in Available Foreign Currencies. Any such notice of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Multicurrency Loan may be converted to an ABR Loan, (ii) no Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default if conversion is not appropriate, (iii) no Loan may be converted into a LIBOR Loan after the Lender has determined in its sole discretion not date that is one month prior to permit such conversionsthe Termination Date and (iv) no Loan may be converted from one currency to another currency. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers relevant Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may may, except as provided in the following proviso, be continued as such during (A) when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default continuation is not appropriate or (B) after the date that is one month prior to the Termination Date, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers thesuch Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant permitted, (x) with respect to the preceding provisoany such Loans which are Multicurrency Loans, thesuch Borrower shall be deemed to have specified an Interest Period of one month and (y) all such LIBOR other Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert Convert any or all the Loans from LIBOR Loans to Prime ABR Rate Loans Loans, by giving the Lender at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion Conversion of Loans from LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Convert any or all of the Loans from ABR Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by of Conversion of the Lender prior Loans to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding Loans may be Converted as provided herein, PROVIDED that (i) no Prime Rate Loan may be Converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the Lender has determined that such a Conversion is not appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 3.15 shall not have been contravened, and (iii) no Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Termination Date (in the case of a Default if Conversions of Revolver Advances or Open Purchasing Revolver Advances) or the Lender has determined date of the final installment of principal (in its sole discretion not to permit such conversionsthe case of Conversions of Term Loans). (b) Any LIBOR Loan may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "'Interest Period" set forth in SCHEDULE Section 1. 1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that no LIBOR Loan may be continued Continued as such during the existence (i) when any Event of a Default if has occurred and is continuing and the Lender has determined that such a Continuation is not appropriate, (ii) if, after giving effect thereto, Section 3.15 would be contravened or (iii) after the date that is one month prior to the Termination Date (in its sole discretion not to permit such continuations. If the Borrowers case of Continuations of Revolver Advances or Open Purchasing Revolver Advances) or the date of the final installment of principal (in the case of Continuations of Term Loans) and PROVIDED, FURTHER, that if the Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation Continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime ABR Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans (other than Swing Line Loans) to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Rate Revolving Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Revolving Loan Commitment Expiration Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.7 would be contravened, (ii) after the existence of date that is one month prior to the Revolving Loan Commitment Expiration Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent at least two Business Days’ prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' ’ prior irrevocable notice of such election (which in the case of LIBOR Loans in Dollars and at least four Business Days’ prior irrevocable notice must be received by of such election in the Lender prior case of LIBOR Loans in Available Foreign Currencies. Any such notice of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Multicurrency Loan may be converted to an ABR Loan, (ii) no Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default if conversion is not appropriate and (iii) no Loan may be converted into a LIBOR Loan after the Lender has determined in its sole discretion not date that is one month prior to permit such conversionsthe Termination Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may may, except as provided in the following proviso, be continued as such during (A) when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default continuation is not appropriate or (B) after the date that is one month prior to the Termination Date, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant permitted, (x) with respect to any such Loans which are Multicurrency Loans, the preceding proviso, Borrower shall be deemed to have specified an Interest Period of one month and (y) all such LIBOR other Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice; provided, PROVIDED however, that any such conversion of LIBOR Loans may only be -------- ------- made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans Loans, by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice, PROVIDED the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein; provided, however, that (i) any such conversion may only be made if, after -------- ------- giving effect thereto, Section 2.5 shall not have been contravened, (ii) no Prime Base Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Facility A Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan; provided, PROVIDED however, that no LIBOR Loan may be -------- ------- continued as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence of date that is one month prior to the Facility A Maturity Date or (iii) if a Default shall have occurred and be continuing; and further provided, however, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required ------- -------- ------- notice with respect to the continuation of a LIBOR Loan as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans Loan shall be automatically converted to Prime a Base Rate Loans Loan on the last day of such then the then-expiring Interest PeriodPeriod therefor.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by giving the Lender Administrative Agent prior irrevocable notice of such electionelection at or before 11:00 A.M. New York City time, confirmed in writing at least two on the Business Days prior to such Day immediately preceding the date of the proposed conversion date pursuant and of the amount and Type of Loan to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")be converted, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans (other than Swing Line Loans) to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' Administrative Agent prior irrevocable notice of such election (which at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is then continuing and the existence of a Default if the Lender has Required Lenders have determined in its their sole discretion not to permit such conversionsconversion and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoans and of the amount and Type of Loan to be continued, PROVIDED provided that no LIBOR Loan may be continued as such during (i) when any Event of Default has occurred and is then continuing and the existence of a Default if the Lender has Required Lenders have determined in its their sole discretion not to permit such continuations. If continuation or (ii) after the Borrowers date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, Business three Working Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, subsection 2.9 shall not have been contravened and (ii) no Prime Rate Revolving Credit Loan may be converted into a LIBOR Loan during after the existence of a Default if date that is one month prior to the Lender has determined in its sole discretion not to permit such conversionsTermination Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, subsection 2.9 would be contravened or (ii) after the existence of a Default date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such LIBOR Revolving Credit Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans Eurodollar Borrowings to Prime Rate Loans Floating Borrowings by giving the Lender Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may Eurodollar Borrowings shall only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Floating Rate Loans Borrowings to LIBOR Loans Eurodollar Borrowings by giving the Lender Agent at least two, but not more than five, two Business Days' prior irrevocable notice of such election (which notice must election. All or any part of outstanding Eurodollar Borrowings and Floating Rate Borrowings may be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor)converted as provided herein, PROVIDED that (i) no Prime Rate Loan Advance may be converted into a LIBOR Loan during Eurodollar Borrowing when any Default or Event of Default has occurred and is continuing, (ii) partial conversions shall be in an aggregate principal amount of (A) in the existence case of any conversion of Floating Rate Borrowings, $10,000 or a Default if whole multiple of $10,000 in excess thereof and (B) in the Lender has determined in its sole discretion case of any conversion of Eurodollar Borrowings, at least $10,000, (iii) any such conversion may only be made if, after giving effect thereto, SUBSECTION 2.8(c) shall not have been contravened and (iv) no Advance may be converted to permit such conversionsa Eurodollar Borrowing after the date that is one month prior to the Revolving Credit Termination Date. (ba) Any LIBOR Loan Eurodollar Borrowing may be continued as such upon the expiration of the then current an Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received compliance by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance Borrower with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, SECTION 2.5; PROVIDED that no LIBOR Loan Eurodollar Borrowing may be continued as such during the existence when any Default or Event of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to Prime a Floating Rate Loans Borrowing on the last day of the Interest Period, in effect for such Advance, during which such Default or Event of Default occurs; and PROVIDED, FURTHER, that if the Borrower shall not have complied with such notice provisions, the Borrower shall be deemed irrevocably to have requested that such Eurodollar Borrowing be converted to a Floating Rate Borrowing on the last day of such then expiring Interest Period. (b) Any borrowings, conversions, payments and prepayments hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the unpaid principal amount of Eurodollar Borrowings shall not be less than $100,000.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened, (ii) no Prime Rate Incremental Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued -------- as such during (i) if, after giving effect thereto, Section 2.9 would be contravened, (ii) with respect to Incremental Loans, after the existence of date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) with respect to Revolving Loans, after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any -------- ------- required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers may elect from shall have the right at any time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender upon prior irrevocable notice of such electionto the Administrative Agent (i) not later than 11:00 noon, confirmed in writing at least two Philadelphia time, one (1) Business Day prior to conversion, to convert any LIBOR Loan to a Base Rate Loan, (ii) not later than 11:00 a.m., Philadelphia time, three (3) Business Days prior to conversion or continuation, to convert any Base Rate Loan into a LIBOR Loan or to continue any LIBOR Loan as a LIBOR Loan for any additional Interest Period and (iii) not later than 11:00 a.m. Philadelphia time, four (4) Business Days prior to continuation, to continue any LIBOR Loan denominated in an Optional Currency as a LIBOR Loan in such proposed conversion date pursuant currency for an additional Interest Period of one month, subject in each case to the following: (a) a LIBOR Loan may not be converted at a time other than the last day of the Interest Period applicable thereto; (b) 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 Loan; (c) no LIBOR Loan (other than a LIBOR Loan denominated in an Optional Currency) may be continued as such and no Base Rate Option Notice attached Loan may be converted to a LIBOR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a continuation is not appropriate; (d) any portion of a LIBOR Loan that cannot be converted into or continued as EXHIBIT C (a LIBOR Loan by reason of subsection 2.5(b) or 2.5(c) or as to which the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such Borrowers have failed to give notice of conversion or continuation automatically shall in the case of a LIBOR Loans may only Loan denominated in an Optional Currency be made prepaid on the last day of an the Interest period in effect for such Loan (subject to the provisions of subsection 2.12(c)), or in the case of any other LIBOR Loan be converted to a Base Rate Loan on the last day of the Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Rate Loans to in effect for such Loan; (e) no LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime Rate Loan denominated in an Optional Currency may be converted into a Base Rate Loan or converted into a LIBOR Loan during the existence of a Default if the Lender has determined denominated in its sole discretion not to permit such conversions.another Optional Currency; (bf) Any the provisions of subsection 2.6(c) limiting under certain circumstances the continuation of LIBOR Loans denominated in an Optional Currency; and (g) no Swing Line Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto a LIBOR Loan. Each request by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice to convert or continue a Loan shall constitute a representation and warranty that no Default or Event of Default shall have occurred and be continuing. Accrued interest on a Loan (which notice must or portion thereof) being converted shall be received paid by the Lender prior to 11:00 a.m.applicable Borrower(s) at the time of conversion. In connection with each such conversion or continuation requested by the Borrowers, Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant deliver to the preceding provisoAdministrative Agent a Notice of Borrowing or shall make such request by telephone immediately confirmed in writing, such LIBOR Loans shall be automatically converted to Prime Rate Loans it being understood that the Administrative Agent may rely on the last day authority of any individual making such telephonic request without the necessity of receipt of such then expiring Interest Periodwritten confirmation.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect ---------------------------------------- from time to time to convert LIBOR Loans to Prime or CD Rate Loans to ABR Loans, by giving the Lender Administrative Agent at least one Business Day's prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans or CD -------- Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime ABR Loans or CD Rate Loans to LIBOR Loans , and/or to convert LIBOR Loans or ABR Loans to CD Rate Loans, by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election, provided that any such conversion of -------- LIBOR Loans or CD Rate Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans or CD Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans, PROVIDED ABR Loans and CD Rate Loans may be converted as provided herein, provided -------- that (i) no Prime Rate Loan may be converted into a LIBOR Loan during or a CD Rate Loan when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default if conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan or a CD Rate Loan after the Lender has determined in its sole discretion not date that is one month or 30 days, respectively, prior to permit such conversionsthe Termination Date. (b) Any LIBOR Loan Loans or CD Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan or CD Rate Loan may be continued as such during (i) when -------- any Event of Default has occurred and is continuing and the existence of Agent has or the Majority Lenders have determined that such a Default continuation is not appropriate or (ii) after the date that is one month or 30 days prior to, respectively, the Termination Date and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required -------- ------- such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert any outstanding Loan denominated in Dollars to a Loan of another Type denominated in Dollars, provided that (i) with respect to any such conversion of a LIBOR Loans Rate Loan to a Prime Rate Loans by giving Loan, the Lender prior irrevocable Borrower shall give the Agent written notice of such election, confirmed in writing at least election no later than 11:00 a.m. two (2) Business Days prior to such proposed conversion date pursuant the conversion; (ii) with respect to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of a LIBOR Loans may Rate Loan into a Prime Rate Loan, such conversion shall only be made on the last day of an the Interest Period with respect thereto. The Borrowers may elect from time ; (iii) subject to time the further proviso at the end of this section and subject to convert Section 2.6(b) and Section 2.6(d) hereof, with respect to any such conversion of a Prime Rate Loans Loan to a LIBOR Loans by giving Rate Loan, the Lender at least two, but not more than five, Business Days' irrevocable Borrower shall give the Agent written notice of such election no later than 11:00 a.m. at least two (which notice must be received by the Lender 2) Business Days prior to 11:00 a.m., Boston time the conversion and shall specify the length of the initial Interest Period therefor), PROVIDED that (iv) no Prime Rate Loan may be converted into a LIBOR Rate Loan during when any Default or Event of Default has occurred and is continuing. The Agent shall promptly provide notice of any such request to the existence Lenders. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurocurrency Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Default if Prime Rate Loan to a LIBOR Rate Loan shall be for an amount equal to $3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the Lender has determined Borrower. The Borrower may not convert Alternative Currency Loans to Loans of another Type, but may continue such Loans in its sole discretion not to permit such conversionsaccordance with Section 2.6(b). (b) Any LIBOR Loan Loans of any Type may be continued as such upon the expiration of the then current an Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received compliance by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance Borrower with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED Section 2.6(a); provided that no LIBOR Eurocurrency Rate Loan may be continued as such during when any Default or Event of Default haS occurred and is continuing but, (i) in the existence case of a Default if the Lender has determined Eurocurrency Rate Loan denominated in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding provisoDollars, such LIBOR Loans shall be automatically converted to a Prime Rate Loans Loan and (ii) in the case of a Eurocurrency Rate Loan denominated in any Alternative Currency, such Eurocurrency Rate Loan shall be repaid, in each case, on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to (i) any Loan denominated in Dollars, such Loan shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period and (ii) any Alternative Currency Loan, such Loan shall be due and payable on the last day of the Interest Period for such Loan. (d) The Borrower may not request a Eurocurrency Rate Loan pursuant to Section 2.5, elect to convert a Prime Rate Loan to a LIBOR Rate Loan pursuant to Section 2.6(A) or elect to continue a Eurocurrency Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than ten (10) EurocurrencY Rate Loans outstanding (whether denominated in Dollars or Alternative Currency) or greater than four (4) Eurocurrency Rate Loans outstanding that are denominated in any Alternative Currencies. Any Loan Request for a Eurocurrency Rate Loan that would create greater than ten (10) Eurocurrency Rate Loans outstanding shall be deemed to be a Loan Request for a Prime Rate Loan. (e) From and after the occurrence of an Event of Default, the Agent may, or upon request of the Requisite Lenders holding Tranche B Commitments shall, require that each Alternative Currency Loan then expiring Interest Periodoutstanding be repaid by means of one or more Prime Rate Loans in the amount of the Dollar Equivalent of such Alternative Currency Loan.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans SOFR to Prime Rate ABR Loans by giving the Lender Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election, confirmed in writing election no later than 10:00 A.M. at least two Business Days (or such later time approved by the Administrative Agent) prior to such the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED date; provided that any such conversion of LIBOR SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR SOFR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable Administrative Agent prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. three (3) U.S. Government Securities Business Days (or such later time approved by the Administrative Agent) prior to the proposed conversion date (which notice must be received by notice, in the Lender prior to 11:00 a.m.case of a Term SOFR Borrowing, Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED ; provided that no Prime Rate ABR Loan may be converted into a LIBOR SOFR Loan during when any Event of Default has occurred and is continuing. Upon receipt of any such notice, the existence Administrative Agent shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan in a Notice of a Default if Conversion/Continuation delivered by the Lender has determined in its sole discretion not Borrower to permit such conversionsthe Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Any LIBOR The Borrower may elect from time to time to continue any SOFR Loan may be continued as by giving the Administrative Agent prior notice of such upon the expiration election in a Notice of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderConversion/Continuation, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED SOFR Loan; provided that no LIBOR SOFR Loan may be continued as such during the existence when any Event of a Default has occurred and is continuing; provided further that (x) if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such LIBOR SOFR Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender at least one (1) Business Day's prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Borrower pays to the Lender accrued interest on such LIBOR Loans to the date of such conversion together with all amounts payable under subsection 2.16). The Borrowers Borrower may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, three (3) Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), PROVIDED that no . All or any part of outstanding LIBOR Loans and Prime Rate Loans may be converted as provided herein; PROVIDED, HOWEVER, that (i) no Loan may be converted into a LIBOR Loan during the existence when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to permit such conversionsthe Maturity Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1APPENDIX A, of the length of the next Interest Period to be applicable to such LIBOR Loans; PROVIDED, PROVIDED HOWEVER, that no LIBOR Loan may be continued as such during the existence (i) when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a continuation is not appropriate or (ii) after the date that is one month prior to permit such continuations. If the Borrowers maturity of the Loan; and PROVIDED FURTHER that if the Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding provisopermitted, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Prime Rate Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default if conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the Lender has determined in its sole discretion not date that is one month prior to permit such conversionsthe Maturity Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may may, except as provided in the following proviso, be continued as such during (A) when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default continuation is not appropriate or (B) after the date that is one month prior to the Maturity Date, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding provisopermitted, such LIBOR all Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert Convert LIBOR Loans Advances to Prime Base Rate Loans Advances by giving the Lender at least one Business Day's prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion Conversion of -------- LIBOR Loans Advances may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Convert Base Rate Loans Advances to LIBOR Loans Advances by giving the Lender at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election; provided that such Conversion may -------- only occur on a LIBOR Borrowing Date. Any such notice must be received by the Lender prior of Conversion to 11:00 a.m., Boston time and LIBOR Advances shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Advances and Base Rate Advances may be Converted as provided herein, PROVIDED provided that (i) no Prime Loan may be -------- Converted into a LIBOR Advance when any Event of Default has occurred and is continuing and the Lender has determined that such a Conversion is not appropriate and (ii) no Base Rate Loan Advance may be converted into a LIBOR Loan during Advance after the existence of a Default if date that is one month or 30 days prior to the Lender has determined in its sole discretion not to permit such conversionsTermination Date. (b) Any LIBOR Loan Advances may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by to the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR LoansAdvances, PROVIDED provided that no LIBOR Loan Advance may be continued Continued as such during the existence (i) -------- when any Event of a Default if has occurred and is continuing and the Lender has determined in its sole discretion that such a Continuation is not appropriate or (ii) after the date that is one month or 30 days prior to permit such continuations. If the Borrowers Termination Date; provided, further, -------- ------- that if the Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding provisonotice, such LIBOR Loans Advances shall be automatically converted to Prime Continued as LIBOR Advances for an equivalent Interest Period on the last day of such then expiring Interest Period; provided, however, that if -------- ------- such Continuation is not permitted, such Advance shall be automatically Converted into a Base Rate Loans Advance on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Company may elect from time to time to convert all or a portion of the LIBOR Loans Rate Equity Contributions to Prime Base Rate Loans Equity Contributions by giving the Lender Owner Participant prior irrevocable notice of such electionelection no later than 11:00 A.M., confirmed in writing at least two New York City time, on the Business Days prior to such Day preceding the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")date; provided, PROVIDED that any such conversion of LIBOR Loans Rate Equity Contributions may only be made on the last day of an Interest a Yield Period with respect thereto. The Borrowers Company may elect from time to time to convert Prime all or a portion of the Base Rate Loans Equity Contributions to LIBOR Loans Rate Equity Contributions by giving the Lender at least two, but not more than five, Business Days' Owner Participant prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Yield Period therefor). All or any part of the outstanding LIBOR Rate Equity Contributions or Base Rate Equity Contributions may be converted as provided herein; provided, PROVIDED that no Prime Base Rate Loan Equity Contributions may be converted into a LIBOR Loan during Rate Equity Contributions when any Significant Company Default or Company Event of Default has occurred and is continuing and the existence of a Default if the Lender Owner Participant has determined in its sole discretion not to permit such conversionsconversions after the date that is one month prior to the Commitment Termination Date. (b) Any LIBOR Loan Rate Equity Contribution may be continued as such upon the expiration of the then current Interest Yield Period with respect thereto by the Borrowers Company giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderOwner Participant, in accordance with the applicable provisions of the term "Interest “Yield Period" ” set forth in SCHEDULE 1Appendix A hereto, of the length of the next Interest Yield Period to be applicable to such LIBOR LoansEquity Contribution, PROVIDED provided, that no LIBOR Loan Rate Equity Contribution may be continued as such during when any Significant Company Default or Company Event of Default has occurred and is continuing and the existence of a Default if the Lender Owner Participant has determined in its sole discretion not to permit such continuations. If continuation, and provided, further, that if the Borrowers Company shall fail to give any required notice as described above in this Section 1.6 paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such LIBOR Loans Equity Contribution shall be automatically converted to Prime continued as a LIBOR Rate Loans Equity Contribution on the last day of such then expiring Interest Yield Period and such continued LIBOR Rate Equity Contribution shall have a Yield Period with the same length as that of then expiring Yield Period.

Conversion and Continuation Options. (a) The Borrowers may elect from shall have the right at any time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender upon prior irrevocable notice of such election, confirmed in writing at least to the Administrative Agent (i) not later than 12:00 noon two (2) Business Days prior to conversion, to convert any Term SOFR Loan to a Base Rate Loan, (ii) not later than 11:00 a.m. two (2) Business Days prior to conversion or continuation, to convert any Base Rate Loan into a Term SOFR Loan or to continue any Term SOFR Loan as a Term SOFR Loan for any additional Interest Period and (iii) not later than 11:00 a.m. four (4) Business Days prior to continuation, to continue any Optional Currency Term Rate Loan as an Optional Currency Term Rate Loan in such proposed conversion date pursuant currency for an additional Interest Period, subject in each case to the following: (a) an Optional Currency Term Rate Loan or a Term SOFR Loan may not be converted at a time other than the last day of the Interest Period applicable thereto; (b) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as an Optional Currency Term Rate Option Notice attached Loan or a Term SOFR Loan; (c) no Term SOFR Loan may be continued as EXHIBIT C such and no Base Rate Loan may be converted to a Term SOFR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a continuation is not appropriate; (d) any portion of an Optional Currency Term Rate Loan or a Term SOFR Loan that cannot be converted into or continued as a Term SOFR Loan by reason of Section 2.05(b) or 2.05(c) or as to which the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such Borrowers have failed to give notice of conversion or continuation automatically shall in the case of LIBOR Loans may only an Optional Currency Term Rate Loan be made prepaid on the last day of an the Interest Period in effect for such Loan (in accordance with respect thereto. The Borrowers may elect from time Section 2.12(c)), or in the case of a Term SOFR Loan be converted to time to convert Prime a Base Rate Loans to LIBOR Loans by giving Loan on the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length last day of the initial Interest Period therefor), PROVIDED that in effect for such Loan; (e) no Prime Rate Optional Currency Loan may be converted into a LIBOR Base Rate Loan during the existence of or converted into a Default if the Lender has determined Loan denominated in its sole discretion not to permit such conversions.another Optional Currency; (bf) Any LIBOR the provisions of Section 2.13 limiting under certain circumstances the continuation of Optional Currency Loans; and (g) no U.S. Swing Line Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto a Term SOFR Loan. Each request by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice to convert or continue a Loan shall constitute a representation and warranty that no Default or Event of Default shall have occurred and be continuing (which notice must and, in respect of the German Borrower or any other Borrower incorporated, or established (as the case may be), in Germany, such representation and warranty shall be received explicitly included in the relevant Notice of Borrowings). Accrued interest on a Loan (or portion thereof) being converted shall be paid by the Lender prior to 11:00 a.m.applicable Borrower(s) at the time of conversion. In connection with each such conversion or continuation requested by the Borrowers, Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant deliver to the preceding provisoAdministrative Agent a Notice of Borrowing or shall make such request by telephone confirmed immediately by delivery of a Notice of Borrowing to the Administrative Agent, such LIBOR Loans shall be automatically converted to Prime Rate Loans it being understood that the Administrative Agent may rely on the last day authority of any individual making such telephonic request without the necessity of receipt of such then expiring Interest Periodwritten confirmation.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Term Benchmark Loans to Prime Rate ABR Loans by giving the Lender Designated Agent prior irrevocable notice of such electionelection no later than 12:00 Noon, confirmed in writing at least two New York City time, on the Business Days prior to such Day preceding the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")date, PROVIDED provided that any such conversion of LIBOR Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Term Benchmark Loans by giving the Lender at least two, but not more than five, Business Days' Designated Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED provided that no Prime Rate ABR Loan may be converted into a LIBOR Term Benchmark Loan during when any Event of Default has occurred and is continuing and the existence of a Default if the Lender has Required Lenders have determined in its their sole discretion not to permit such conversions. Upon receipt of any such notice the Designated Agent shall promptly notify each relevant Lender thereof. (b) Any LIBOR Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderDesignated Agent, in accordance with the applicable provisions of the defined term "“Interest Period" set forth in SCHEDULE 1”, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Term Benchmark Loan may be continued as such during when any Event of Default has occurred and is continuing and the existence of a Default if the Lender has Required Lenders have determined in its their sole discretion not to permit such continuations. If ; provided, further, that if the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant paragraph, subject to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate continued as Term Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice the Designated Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a1) The Borrowers Company may elect from time to time to convert LIBOR Loans outstanding (or portions thereof): (i) as LIBO Rate Loans to Prime Reference Rate Loans by giving the Lender prior Agent irrevocable notice of such electionelection no later than 9:00 a.m. (Los Angeles time) on the last day of the Interest Period for such LIBO Rate Loan, confirmed in writing at least two and (ii) as Reference Rate Loans to LIBO Rate Loans by giving the Agent irrevocable notice of such election no later than 12:00 noon (Los Angeles time) on the third (3rd) LIBOR Business Days prior to such Day preceding the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such date. Any conversion of LIBOR LIBO Rate Loans may only be made on the last day of the applicable Interest Period. No Reference Rate Loan may be converted into a LIBO Rate Loan if an Interest Period with respect theretoEvent of Default or Potential Default has occurred and is continuing at the requested conversion date. All or any part of outstanding Loans may be converted as provided herein, provided that partial conversions shall be in an amount not less than the amount required pursuant to Paragraph 5(a)(2) above. (2) The Borrowers Company may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime have any LIBO Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not to permit such conversions. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect applicable thereto by giving the Borrowers giving at least two Business Days' but not more than five Business Days' Agent irrevocable notice of such election no later than 12:00 noon (which notice must be received by Los Angeles time) on the Lender prior to 11:00 a.m., Boston time), to third (3rd) LIBOR Business Day preceding the Lender, in accordance with the applicable provisions last day of the term "such Interest Period" set forth in SCHEDULE 1; provided, of the length of the next Interest Period to be applicable to such LIBOR Loanshowever, PROVIDED that no LIBOR LIBO Rate Loan may be continued as such during the existence when any Event of a Default if the Lender or Potential Default has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to Prime a Reference Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBO Rate Loan as such then expiring as provided above, the Company shall be deemed to have elected to convert the affected LIBO Rate Loan to a Reference Rate Loan on the last day of the applicable Interest Period. (3) Each request for the conversion or continuation of a Loan (or portion thereof) shall be evidenced by the timely delivery by the Company to the Agent of a duly executed Loan Request (which delivery may be by facsimile transmission) or, but only with the prior agreement of the Agent, telephonically, with any Loan Request delivered telephonically to be promptly confirmed in writing (which may be by facsimile transmission).

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender Agent at least one (1) Business Day’s prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.9 and 2.11 and so long as no Event of Default shall have occurred and is then continuing, the Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three (3) Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and, PROVIDED subject to Sections 2.9 and 2.11, Base Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 shall not have been contravened and (ii) no Prime Rate such Loan may be converted into a LIBOR Loan during after the existence of a Default if date that is one month prior to the Lender has determined in its sole discretion not to permit such conversionsRevolving Loan Commitment Expiration Date. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that provided that, unless the Agent otherwise consents in writing, no LIBOR Loan may be continued as such during if, (i) after giving effect thereto, Section 2.6 would be contravened, (ii) after the existence date that is one month prior to the Revolving Loan Commitment Expiration Date, or (iii) if an Event of a Default shall have occurred and be continuing, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate LIBOR Loans having an Interest Period of one (1) month, on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a1) The Borrowers Company may elect from time to time to convert portions of outstanding LIBOR Rate Loans to Prime Reference Rate Loans or to convert portions of outstanding Reference Rate Loans to LIBOR Rate Loans by giving the Lender prior irrevocable notice of such election: (i) in the case of LIBOR Rate Loans being converted into Reference Rate Loans, confirmed no later than 2:30 p.m. (Los Angeles time) on the date of the proposed conversion, and (ii) in writing at least two Business Days prior to such the case of Reference Rate Loans being converted into LIBOR Rate Loans, no later than 11:00 a.m. (Los Angeles time) on the date of the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion. Any conversion of LIBOR Rate Loans to Reference Rate Loans may only be made on the last day of an the applicable Interest Period with respect theretoPeriod. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime No Reference Rate Loan may be converted into a LIBOR Rate Loan during if an Event of Default or Potential Default has occurred and is continuing at the existence of a Default if the Lender has determined in its sole discretion not to permit such conversionsrequested conversion date. (b2) Any The Company may elect from time to time to have outstanding LIBOR Rate Loans continued as LIBOR Rate Loans upon the expiration of the Interest Period applicable thereto by giving the Lender irrevocable notice of such election no later than 11:00 a.m. (Los Angeles time) on the last day of such Interest Period; provided, however, that no LIBOR Rate Loan may be continued as such upon the expiration when any Event of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' Default or Potential Default has occurred and is continuing, but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime a Reference Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBOR Rate Loan as a LIBOR Rate Loan as provided above, the Company shall be deemed to have elected to convert such then expiring LIBOR Rate Loan to a Reference Rate Loan on the last day of the applicable Interest Period. (3) Each request for the conversion into or continuation of a LIBOR Rate Loan shall be evidenced by the timely delivery by the Company to the Lender of a duly executed Loan Request (which delivery may be by facsimile transmission) or, but only with the prior agreement of the Lender, telephonically.

Conversion and Continuation Options. (a1) The Borrowers Borrower may elect from time to time to convert the entire principal balance of the Loan which is outstanding: (i) as LIBOR Loans Loan to a Prime Rate Loans Loan by giving the Lender prior irrevocable notice of such electionelection no later than 10:00 a.m. (Los Angeles time) on the last day of the Interest Period for such LIBOR Loan, confirmed in writing at least two and (ii) as a Prime Rate Loan to a LIBOR Loan by giving the Lender irrevocable notice of such election no later than 10:00 a.m. (Los Angeles time) one (1) Business Days Day prior to such the proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such date. Any conversion of a LIBOR Loans Loan to a Prime Rate Loan may only be made on the last day of an the applicable Interest Period with respect theretoPeriod. The Borrowers may elect from time to time to convert Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no No Prime Rate Loan may be converted into a LIBOR Loan during if an Event of Default or Potential Default has occurred and is continuing at the existence requested conversion date. No partial conversion of a Default if the Lender has determined in its sole discretion not to permit such conversionsLoan shall be permitted. (b2) Any The Borrower may elect from time to time to have any LIBOR Loan may be continued as such a LIBOR Loan upon the expiration of the then current Interest Period with respect applicable thereto by giving the Borrowers giving at least two Business Days' but not more than five Business Days' Lender irrevocable notice of such election no later than 10:00 a.m. (which notice must be received by the Lender Los Angeles time) one (1) Business Day prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions last day of the term "such Interest Period" set forth in SCHEDULE 1; provided, of the length of the next Interest Period to be applicable to such LIBOR Loanshowever, PROVIDED that no LIBOR Loan may be continued as such during the existence when any Event of a Default if the Lender or Potential Default has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to a Prime Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Borrower shall fail to give notice of its election to continue a LIBOR Loan as such then expiring as provided above, the Borrower shall be deemed to have elected to convert such LIBOR Loan to a Prime Rate Loan on the last day of the applicable Interest Period. (3) Each request for the conversion or continuation of the Loan shall be evidenced by the timely delivery by the Borrower to the Lender of a duly executed Pricing Request (which delivery may be by facsimile transmission) or, but only with the prior agreement of the Lender, telephonically, with any Pricing Request delivered telephonically to be promptly confirmed in writing (which may be by facsimile transmission). (4) All Pricing Requests shall be irrevocable and shall be delivered in writing (which may be by facsimile transmission), or telephonically to be promptly confirmed in writing (which may be by facsimile transmission).

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened, (ii) no Prime Rate Term A Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the due date of the final installment of principal of the Term A Loans, (iii) no Term B Loan may be converted into a LIBOR Loan after the date that is one month prior to the due date of the final installment of principal of the Term B Loans, (iv) no Term C Loan may be converted into a LIBOR Loan after the date that is one month prior to the due date of the final installment of principal of the Term C Loans, (v) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (vi) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.9 would be contravened, (ii) in the existence case of any Term A Loans, after the date that is one month prior to the due date of the final installment of principal of the Term A Loans, (iii) in the case of any Term B Loans, after the date that is one month prior 39 34 to the due date of the final installment of principal of the Term B Loans, (iv) in the case of any Term C Loans, after the date that is one month prior to the due date of the final installment of principal of the Term C Loans, (v) in the case of any Revolving Loans, after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (vi) if a Default shall have occurred and be continuing and provided further that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Reference Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Reference Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Reference Rate Loans may be converted as provided herein, PROVIDED that THAT (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Rate Term Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that THAT no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.7 would be contravened, (ii) with respect to the existence Term Loans, after the date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) with respect to the Revolving Loans, after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Reference Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR LIBORSOFR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender Agent at least one (1) Business Day’s prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR LIBORSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.11, 2.24 and 2.25, and so long as no Event of Default shall have occurred and is then continuing, the Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR LIBORSOFR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three (3) Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBORSOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBORSOFR Loans and, PROVIDED subject to Sections 2.11, 2.24 and 2.25, Base Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 shall not have been contravened and (ii) no Prime Rate such Loan may be converted into a LIBOR LIBORSOFR Loan during after the existence date that is one month prior to the Delayed Draw Term Loan Maturity Date, the Revolving Loan Commitment Expiration Date or the maturity date of a Default if the Lender has determined in its sole discretion not to permit such conversionsany Incremental Term Loan, as applicable. (b) Any LIBOR LIBORSOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLIBORSOFR Loan, PROVIDED provided that no LIBOR LIBORSOFR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 would be contravened, (ii) after the existence date that is one month prior to the Delayed Draw Term Loan Maturity Date, the Revolving Loan Commitment Expiration Date or the maturity date of a any Incremental Term Loan, as applicable, or (iii) if an Event of Default shall have occurred and be continuing unless the Agent consents, and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate LIBORSOFR Loans having an Interest Period of one (1) month, on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, Business three Working Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, subsection 2.9 shall not have been contravened and (ii) no Prime Rate Revolving Credit Loan may be converted into a LIBOR Loan during after the existence of a Default date that is one month prior to the Termination Date (or, if applicable, the Lender has determined in its sole discretion not to permit such conversionsTerm-Out Maturity Date). (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, subsection 2.9 would be contravened or (ii) after the existence of a Default date that is one month prior to the Termination Date (or, if applicable, the Term-Out Maturity Date) and PROVIDED, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such LIBOR Revolving Credit Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing at least two Business Days Days’ prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.9 and 2.11 hereof, the Borrower may elect from time to time to convert Prime Rate Loans to LIBOR Loans by the Borrower giving the Lender at least two, but not more than five, three Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and, PROVIDED that no subject to Sections 2.9 and 2.11 hereof, Prime Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 below shall not have been contravened, (ii) no such Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1 above, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 below would be contravened, (ii) after the existence of date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by giving the Lender General Administrative Agent and, during the Borrower Notification Period, the Collateral Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), ; PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by giving the Lender General Administrative Agent and, during the Borrower Notification Period, the Collateral Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the General Administrative Agent shall promptly notify each affected Lender thereof unless the provisions of subsections 2.5, 4.3(h) and (i) and 4.9(e) and (f) are in effect, in which case such provisions shall govern. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED that (i) no Prime Base Rate Loan may be converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the General Administrative Agent and, during the existence of a Default if Borrower Notification Period, the Lender Collateral Agent has determined in its sole discretion that such a conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to permit such conversionsthe Termination Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderGeneral Administrative Agent and, during the Borrower Notification Period, the Collateral Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the General Administrative Agent and, during the existence of a Default if Borrower Notification Period, the Lender Collateral Agent has determined in its sole discretion that such a continuation is not appropriate or (ii) after the date that is one month prior to permit such continuations. If the Borrowers Termination Date and PROVIDED, FURTHER, that if the Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the General Administrative Agent shall promptly notify each Lender thereof unless the provisions of subsections 2.5, 4.3(h) and (i) and 4.9(e) and (f) are in effect, in which case such provisions shall govern.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, Business three Working Days' prior irrevocable notice of such election (which election. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, subsection 2.9 shall not have been contravened and (ii) no Prime Rate Revolving Credit Loan may be converted into a LIBOR Loan during after the existence of a Default if date that is one month prior to the Lender has determined in its sole discretion not to permit such conversionsTermination Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, subsection 2.9 would be contravened or (ii) after the existence of a Default date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such LIBOR Revolving Credit Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR 47 Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Rate Term Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.7 would be contravened, (ii) after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert LIBOR Alternate Base Rate Loans to Prime LIBOR Rate Loans by the Parent Borrower giving the Lender Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. In addition, confirmed in writing at least two Business Days prior subject to such proposed conversion date pursuant to Section 2.16, the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime LIBOR Rate Loans to LIBOR Alternate Base Rate Loans by the Parent Borrower giving the Lender at least twoAdministrative Agent irrevocable written notice by 11:00 a.m. on the proposed date of conversion. A form of Notice of Conversion/Continuation is attached as Exhibit 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, but not more than five, then such conversion shall be made on the next succeeding Business Days' irrevocable notice Day and during the period from such last day of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial an Interest Period therefor)to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, PROVIDED then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Prime Rate Loan may be converted into a LIBOR Rate Loan during the existence when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a Default if the Lender has determined whole multiple of $250,000 in its sole discretion not to permit such conversionsexcess thereof. (b) Any LIBOR Loan Rate Loans may be continued as such upon the expiration of the then current an Interest Period with respect thereto by compliance by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1Section 2.10(a); provided, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Rate Loan may be continued as such during when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the existence end of a Default if the Lender has determined in its sole discretion not to permit such continuationsapplicable Interest Period with respect thereto. If the Borrowers Parent Borrower shall fail to give any required timely notice as described above in this Section 1.6 of an election to continue a LIBOR Rate Loan, or if such the continuation of LIBOR Rate Loans is not permitted pursuant to the preceding provisohereunder, such LIBOR Rate Loans shall be automatically converted to Prime Alternate Base Rate Loans on at the last day end of such then expiring the applicable Interest PeriodPeriod with respect thereto.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Reference Rate Loans by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Reference Rate Loans to LIBOR Loans or a Fixed Rate Loan by the Borrower giving the Lender at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Any such Fixed Rate Loan shall be for the period beginning on the conversion date and ending on the Term Loan Maturity Date and must be in an amount equal to the then-outstanding Loan amount for both other or the Facility A Term Loan and the Facility B Term Loan. A Fixed Rate Loan may not be converted to either Reference Rate Loans or LIBOR Loans. All or any part of outstanding LIBOR Loans and Reference Rate Loans may be converted as provided herein, PROVIDED that (i) any such conversion may only be made if, after giving effect thereto, Section 2.5 shall not have been contravened, (ii) no Prime Rate such Loan may be converted into a LIBOR Loan during or a Fixed Rate Loan after the existence date that is one month prior to the Term Loan Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan or a Fixed Rate Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two three Eurodollar Business Days' but not more than five Business Days' prior irrevocable written notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence of date that is one month prior to the Term Loan Maturity Date or (iii) if a Default shall have occurred and be continuing and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Reference Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers may elect from shall have the right at any time to time to convert LIBOR Loans to Prime Rate Loans by giving the Lender upon prior irrevocable notice of such electionto the Administrative Agent (i) not later than 11:00 noon, confirmed in writing at least two Philadelphia time, one (1) Business Day prior to conversion, to convert any LIBOR Loan to a Base Rate Loan, and (ii) not later than 11:00 a.m., Philadelphia time, three (3) Business Days prior to such proposed conversion date pursuant or continuation, to convert any Base Rate Loan into a LIBOR Loan or to continue any LIBOR Loan as a LIBOR Loan for any additional Interest Period, subject in each case to the following: (I) a LIBOR Loan may not be converted at a time other than the last day of the Interest Period applicable thereto; (II) 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 Loan; (III) no LIBOR Loan may be continued as such and no Base Rate Option Notice attached Loan may be converted to a LIBOR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a continuation is not appropriate; (IV) any portion of a LIBOR Loan that cannot be converted into or continued as EXHIBIT C a LIBOR Loan by reason of subsection 2.5(b) or 2.5(c) or as to which the Borrowers have failed to give notice of conversion or continuation automatically shall be converted to a Base Rate Loan on the last day of the Interest Period in effect for such Loan; Each request by the Borrowers to convert or continue a Loan shall constitute a representation and warranty that no Default or Event of Default shall have occurred and be continuing. Accrued interest on a Loan (or portion thereof) being converted shall be paid by the "INTEREST RATE OPTION NOTICE"), PROVIDED that any applicable Borrower(s) at the time of conversion. In connection with each such conversion or continuation requested by the Borrowers, the Borrowers shall deliver to the Administrative Agent a Notice of Borrowing or shall make such request by telephone immediately confirmed in writing, it being understood that the Administrative Agent may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation. (b) Notwithstanding anything to the contrary herein and so long as no Default or Event of Default shall exist, unless otherwise agreed to be the Required Lenders and the Borrowers’ Representative in writing (i) on the first Business Day in January 2013, all Loans shall automatically and without the need for any further action by any party hereto, be converted to LIBOR Loans may only with an Interest Period of one month, (ii) the Borrowers will be made deemed to have delivered to the Administrative Agent, and the Lenders to have accepted notwithstanding Section 2.5(a) above, a notice of conversion of such Loans to LIBOR Loans three Business Days prior to the first Business Day in January 2013, (iii) the Borrowers shall, on the first Business Day in January 2013, pay to the Administrative Agent for the benefit of the Lenders any amounts owed under Section 2.18 as a result of such conversion not occurring on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Prime Rate Loans to for any Tranche of LIBOR Loans by giving the Lender at least twoand (iv) from and after January 1, but not more than five2013, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not to permit such conversions. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), subject to the Lender, in accordance with the applicable provisions of the term "Section 2.5(a)(II) and (III) and Section 2.13, all Loans shall be LIBOR Loans with a one month Interest Period" set forth in SCHEDULE 1, of the length of the next each such Interest Period to be applicable commence on the first Business Day of each month, and the Borrower shall not thereafter have the obligation or right to such LIBOR Loans, PROVIDED that no LIBOR Loan may be continued as such during the existence deliver any notices of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 conversion or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day provisions of such then expiring Interest Periodthis Section 2.5.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Rate Term Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.7 would be contravened, (ii) after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans, (iii) after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Administrative Agent at least two Business Days Days’ prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Subject to Sections 2.9 and 2.11 hereof, the Borrower may elect from time to time to convert Prime Rate Loans to LIBOR Loans by the Borrower giving the Lender Administrative Agent at least two, but not more than five, three Eurodollar Business Days' ’ prior Table of Contents irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and, PROVIDED that no subject to Sections 2.9 and 2.11 hereof, Prime Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 below shall not have been contravened, (ii) no such Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1 above, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 below would be contravened, (ii) after the existence of date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Any Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans ABR Loans, by such Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Quiksilver may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 shall not have been contravened, (ii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence of date that is one month prior to the Revolving Loan Commitment Expiration Date and (iii) the Borrowers shall not have the right to elect to convert to a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Quiksilver giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan; provided, PROVIDED however, that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 would be contravened, (ii) after the existence of date that is one month prior to the Revolving Loan Commitment Expiration Date or (iii) if a Default shall have occurred and be continuing; and further, provided, however, that, if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Quiksilver shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans Loan shall be automatically converted to Prime Rate Loans an ABR Loan on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans (other than Alternate Currency Loans) to Prime Rate Loans ABR Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans (other than Swing Line Loans, Protective Advances and Overadvances) to LIBOR Loans by giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 shall not have been contravened, (ii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence of date that is one month prior to the Loan Commitment Expiration Date, (iii) the Borrower shall not have the right to elect to convert to a LIBOR Loan if a Default if the Lender has determined in its sole discretion not shall have occurred and be continuing, (iv) subject to permit such conversionsSection 2.9, no Alternate Currency Loan may be converted to an ABR Loan and (v) no Protective Advance or Overadvance may be converted to a LIBOR Loan. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan; provided, PROVIDED however, that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.6 would be contravened, (ii) after the existence of date that is one month prior to the Loan Commitment Expiration Date or (iii) if a Default shall have occurred and be continuing; and further, provided, however, that, if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans Loan shall be automatically converted to Prime Rate Loans an ABR Loan on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Company may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans by giving the Lender Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on as of the last day of an a LIBOR Interest Period with respect thereto. The Borrowers Company may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by giving the Lender Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (election, which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial LIBOR Interest Period or LIBOR Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that no Prime Rate Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing or the existence of Agent has or the Required Banks have determined pursuant to subsection 2.13 that such a Default if the Lender has determined in its sole discretion conversion is not to permit such conversionsappropriate. (b) Any The Company may elect to continue all or any portion of any LIBOR Loan may be continued as such upon the expiration of the then current designated LIBOR Interest Period with in respect thereto of such LIBOR Loan by giving the Borrowers giving Agent at least two three Business Days' but not more than five Business Days' prior irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, election; PROVIDED that no LIBOR Loan may be continued as such during when any Event of Default has occurred and is continuing or the existence of Agent has or the Required Banks have determined pursuant to subsection 2.13 that such a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice continuation as described above in this Section 1.6 or if such continuation a LIBOR Loan is not permitted pursuant appropriate. The Company shall specify in the aforesaid notice the amount to be continued as a LIBOR Loan and the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest PeriodPeriod with respect thereto in accordance with subsection 2.2.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Rate ABR Loans by giving the Lender Administrative Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Rate ABR Loans to LIBOR Loans by giving the Lender Administrative Agent at least two, but not more than five, three Business Days' prior irrevocable notice of such election (which in the case of LIBOR Loans in Dollars and at least four Business Days' prior irrevocable notice must be received by of such election in the Lender prior case of LIBOR Loans in Available Foreign Currencies. Any such notice of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Prime Rate Multicurrency Loan may be converted to an ABR Loan, (ii) no Loan may be converted into a LIBOR Loan during when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default if conversion is not appropriate and (iii) no Loan may be converted into a LIBOR Loan after the Lender has determined in its sole discretion not date that is one month prior to permit such conversionsthe Termination Date. (b) Any LIBOR Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1subsection 1.1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED that no LIBOR Loan may may, except as provided in the following proviso, be continued as such during (A) when any Event of Default has occurred and is continuing and the existence of Administrative Agent has or the Majority Lenders have determined that such a Default continuation is not appropriate or (B) after the date that is one month prior to the Termination Date, and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required such notice as described above in this Section 1.6 or if such continuation is not permitted pursuant permitted, (x) with respect to any such Loans which are Multicurrency Loans, the preceding proviso, Borrower shall be deemed to have specified an Interest Period of one month and (y) all such LIBOR other Loans shall be automatically converted to Prime Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrowers may elect from time to time to convert outstanding Loans from LIBOR Rate Loans to Prime Rate Loans by giving the Lender Bank prior irrevocable notice of such electionelection no later than 3:00 p.m., confirmed in writing at least two Business Days prior central time, for conversions to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")be made that day, PROVIDED provided that any such conversion of LIBOR Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to the limitations on the availability of LIBOR Rate Loans, the Borrowers may elect from time to time to convert outstanding Loans from Prime Rate Loans to a LIBOR Loans Rate Loan by giving the Lender at least twoBank telephonic or written notice (the "Notice of Conversion") no later than 3:00 p.m., but not more than fivecentral time, Business Days' irrevocable notice on the date of such election (conversion, which notice must be received by the Lender prior to 11:00 a.m., Boston time and Notice of Conversion shall specify (i) the date for the conversion, (ii) the aggregate amount of Prime Rate Loans to be converted and (iii) the length of the initial Interest Period therefor)for such LIBOR Rate Loan. Each conversion from Prime Rate Loans to a LIBOR Rate Loan shall be in the principal amount of $500,000 or any larger amount. All or any part of outstanding LIBOR Rate Loans and Prime Rate Loan may be converted as provided herein, PROVIDED provided that (i) (unless the Bank otherwise consents) no Prime Rate Loan may be converted into a LIBOR Rate Loan during when any Default or Event of Default has occurred and is continuing and (ii) no Prime Rate Loan may be converted into a LIBOR Rate Loan after the existence date that is five days prior to the last day of a Default if the Lender has determined in its sole discretion not to permit such conversionsCommitment Period. (b) Any Subject to the limitations on the availability of LIBOR Loan Rate Loans, any LIBOR Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving the Bank telephonic or written notice, at least two three Business Days' but not more than five Business Days' irrevocable notice (Days prior to the last day of the then current Interest Period, and which notice must be received by shall specify (i) the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions amount of the term "Interest Period" set forth in SCHEDULE 1, of LIBOR Rate Loans to be continued as such and (ii) the length of the next Interest Period to be applicable to for such LIBOR Rate Loans. All or any part of outstanding LIBOR Rate Loans may be continued as provided herein, PROVIDED provided that (i) (unless the Bank otherwise consents) no LIBOR Rate Loan may be continued when any Default or Event of Default has occurred and is continuing and (ii) no LIBOR Rate Loan may be continued as such during a LIBOR Rate Loan after the existence of a Default if the Lender has determined in its sole discretion not date that is five days prior to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Rate Loans on the last day of such then expiring Interest the Commitment Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Administrative Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Administrative Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.8 shall not have been contravened, (ii) no Prime Rate Term Loan or Incremental Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans or the Incremental Loans, as applicable, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.8 would be contravened, (ii) after the existence date that is one month prior to the due date of the final installment of principal of the Term Loans or the Incremental Loans, as applicable, (iii) after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Alternate Base Rate Loans Loans, by the Borrower giving the Lender Administrative Agent at least three Business Days' prior irrevocable written notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Alternate Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Administrative Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election pursuant to a Continuation Notice. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (which notice must i) any such conversion may only be received by the Lender prior to 11:00 a.m.made if, Boston time and after giving effect thereto, Section 2.5 shall specify the length of the initial Interest Period therefor)not have been contravened, PROVIDED that (ii) no Prime Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAdministrative Agent thereof, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.5 would be contravened, (ii) after the existence of date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and, provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Alternate Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days’ prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' ’ prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened, (ii) no Prime Rate Incremental Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED provided that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.9 would be contravened, (ii) with respect to Incremental Loans, after the existence of date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) with respect to Revolving Loans, after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a Default shall have occurred and be continuing and provided, further, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Base Rate Loans Loans, by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing Agent at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect theretoa Continuation Notice. The Borrowers Borrower may elect from time to time to convert Prime Base Rate Loans to LIBOR Loans by the Borrower giving the Lender Agent at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.7 shall not have been contravened, (ii) no Prime Base Rate Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the Loan Commitment Expiration Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the LenderAgent, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that THAT no LIBOR Loan may be continued as such during the existence of (i) if, after giving effect thereto, Section 2.7 would be contravened, or (ii) if a Default shall have occurred and be continuing and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Base Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans to Prime Reference Rate Loans by the Borrower giving the Lender prior irrevocable notice of such election, confirmed in writing at least two Business Days Days' prior to irrevocable written notice of such proposed conversion date election pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE")a Continuation Notice, PROVIDED that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Reference Rate Loans to LIBOR Loans by the Borrower giving the Lender at least two, but not more than five, three Eurodollar Business Days' prior irrevocable written notice of such election (which pursuant to a Continuation Notice. Any such notice must be received by the Lender prior of conversion to 11:00 a.m., Boston time and LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). All or any part of outstanding LIBOR Loans and Reference Rate Loans may be converted as provided herein, PROVIDED that (i) any such conversion may only be made if, after giving effect thereto, Section 2.4 shall not have been contravened, (ii) no Prime Rate such Loan may be converted into a LIBOR Loan during after the existence date that is one month prior to the end of the Revolving Period and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default if the Lender has determined in its sole discretion not to permit such conversionsshall have occurred and be continuing. (b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers Borrower giving at least two three Eurodollar Business Days' but not more than five Business Days' prior irrevocable written notice (which notice must be received by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1Section 1.1, of the length of the next Interest Period to be applicable to such LIBOR LoansLoan, PROVIDED that no LIBOR Loan may be continued as such during (i) if, after giving effect thereto, Section 2.4 would be contravened, (ii) after the existence date that is one month prior to the end of the Revolving Period or (iii) if a Default shall have occurred and be continuing and PROVIDED, FURTHER, that if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers Borrower shall fail to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, such LIBOR Loans shall be automatically converted to Prime Reference Rate Loans on the last day of such then then-expiring Interest Period.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to convert LIBOR Loans Eurodollar Borrowings to Prime Rate Loans Floating Borrowings by giving the Lender Agent at least two Business Days' prior irrevocable notice of such election, confirmed in writing at least two Business Days prior to such proposed conversion date pursuant to the Interest Rate Option Notice attached as EXHIBIT C (the "INTEREST RATE OPTION NOTICE"), PROVIDED that any such conversion of LIBOR Loans may Eurodollar Borrowings shall only be made on the last day of an Interest Period with respect thereto. The Borrowers Borrower may elect from time to time to convert Prime Floating Rate Loans Borrowings to LIBOR Loans Eurodollar Borrowings by giving the Lender Agent at least two, but not more than five, two (2) Business Days' prior irrevocable notice of such election (which notice must election. All or any part of outstanding Eurodollar Borrowings and Floating Rate Borrowings may be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor)converted as provided herein, PROVIDED that (i) no Prime Rate Loan Advance may be converted into a LIBOR Loan during Eurodollar Borrowing when any Default or Event of Default has occurred and is continuing, (ii) partial conversions shall be in an aggregate principal amount of (A) in the existence case of any conversion of Floating Rate Borrowings, $10,000 or a Default if whole multiple of $10,000 in excess thereof and (B) in the Lender has determined in its sole discretion case of any conversion of Eurodollar Borrowings, at least $10,000, (iii) any such conversion may only be made if, after giving effect thereto, SUBSECTION 2.8(C) shall not have been contravened and (iv) no Advance may be converted to permit such conversionsa Eurodollar Borrowing after the date that is one (1) month prior to the Revolving Credit Termination Date. (ba) Any LIBOR Loan Eurodollar Borrowing may be continued as such upon the expiration of the then current an Interest Period with respect thereto by the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received compliance by the Lender prior to 11:00 a.m., Boston time), to the Lender, in accordance Borrower with the applicable notice provisions of the term "Interest Period" set forth contained in SCHEDULE 1, of the length of the next Interest Period to be applicable to such LIBOR Loans, Section 2.5; PROVIDED that no LIBOR Loan Eurodollar Borrowing may be continued as such during the existence when any Default or Event of a Default if the Lender has determined in its sole discretion not to permit such continuations. If the Borrowers shall fail to give any required notice as described above in this Section 1.6 or if such continuation occurred and is not permitted pursuant to the preceding provisocontinuing, such LIBOR Loans but shall be automatically converted to Prime a Floating Rate Loans Borrowing on the last day of the Interest Period, in effect for such Advance, during which such Default or Event of Default occurs; and PROVIDED, FURTHER, that if the Borrower shall not have complied with such notice provisions, the Borrower shall be deemed irrevocably to have requested that such Eurodollar Borrowing be converted to a Floating Rate Borrowing on the last day of such then expiring Interest Period. (b) Any borrowings, conversions, payments and prepayments hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the unpaid principal amount of Eurodollar Borrowings shall not be less than $100,000.

Conversion and Continuation Options. (a) The Borrowers Borrower may elect from time to time to (i) convert the Interest Rate with respect to a Prime Rate Advance to the LIBOR Rate or (ii) continue or change the Interest Period for a LIBOR Rate Advance by giving the Administrative Agent irrevocable written notice of such election on or prior to 2:00 p.m. New York, New York time (1:00 p.m. Chicago, Illinois time) three Business Days prior to the proposed date of continuation or conversion. In addition, the Borrower may elect from time to time to convert the Interest Rate with respect to a LIBOR Loans Rate Advance to the Prime Rate Loans by giving the Lender prior Administrative Agent irrevocable written notice by 12:00 Noon New York, New York time (11:00 a.m. Chicago, Illinois time) on the proposed date of conversion. The form of such notice of such electionconversion or continuation (each, confirmed in writing at least two Business Days prior to such proposed conversion a “Notice of Conversion/Continuation”) is attached as Exhibit A-5. If the date pursuant to upon which the Interest Rate Option Notice attached as EXHIBIT C (of a Prime Rate Advance is to be converted to the "INTEREST RATE OPTION NOTICE")LIBOR Rate is not a Business Day, PROVIDED that any then such conversion of LIBOR Loans may only shall be made on the next succeeding Business Day. The Interest Rate with respect to all or any part of a Prime Rate Advance may be converted as provided herein; provided that (i) no Interest Rate on an Advance may be converted to the LIBOR Rate when any Termination Event or Unmatured Termination Event has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. The Interest Rate with respect to LIBOR Rate Advances may only be converted to Prime Rate on the last day of the applicable Interest Period. If the date upon which the Interest Rate with respect to a LIBOR Rate Advance is to be converted to the Prime Rate is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert such succeeding Business Day such Advance shall bear interest at the Prime Rate Loans to LIBOR Loans by giving the Lender at least two, but not more than five, Business Days' irrevocable notice of such election (which notice must be received by the Lender prior to 11:00 a.m., Boston time and shall specify the length of the initial Interest Period therefor), PROVIDED that no Prime Rate Loan may be converted into a LIBOR Loan during the existence of a Default if the Lender has determined in its sole discretion not to permit such conversionsRate. (b) Any LIBOR Loan may be continued as such If upon the expiration of the then current any Interest Period with respect thereto by applicable to a LIBOR Rate Advance, the Borrowers giving at least two Business Days' but not more than five Business Days' irrevocable notice (which notice must be received by the Lender prior Borrower has failed to 11:00 a.m., Boston time), to the Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in SCHEDULE 1, of the length of the next select timely a new Interest Period to be applicable to such LIBOR LoansRate Advance, PROVIDED that no LIBOR Loan may the Borrower shall be continued as such during the existence of a Default if the Lender has determined in its sole discretion not deemed to permit such continuations. If the Borrowers shall fail have elected to give any required notice as described above in this Section 1.6 or if such continuation is not permitted pursuant to the preceding proviso, convert such LIBOR Loans shall be automatically converted to Rate Advance into a Prime Rate Loans Advance effective on the last day of such then expiring Interest Period. No LIBOR Rate Advance may be continued as such on or after the Facility Termination Date, in which case the Interest Rate with respect to such Advance shall be automatically converted to the Prime Rate at the end of the applicable Interest Period with respect thereto.