Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Revolving Loans or Revolving Term Loans equal to $2,500,000 3,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 3,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration last day of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 11:00 A.M. (Boston, Massachusetts 9:00 a.m.(Los Angeles time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Neither the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only --------- ------- be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 9:00 A.M. (Boston, Massachusetts Los Angeles time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDED, HOWEVER, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 10:00 AM (Boston, Massachusetts New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED , provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Administrative Agent confirm such telephonic notice no later than 2:00 P.M. (New York City time) on or before the proposed conversion/continuation dateday on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. . (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, 2.2 (iA) Borrower shall have the option to (1) convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to LIBOR Loans bearing interest at a rate determined by reference to an alternative basis and or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to (a) continue as a LIBOR Loan all or any portion of such LIBOR Loan equal to $2,500,000 500,000 and integral multiples multiplies of $250,000 100,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan amount as a LIBOR Loan with an Interest Period or (b) convert all or any portion of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) and at least three Business Days in advance of such continued or converted Loan shall commence on the last day of the proposed conversion/continuation date (in Interest Period of the case of a conversion toLoan to be continued or converted; provided that no outstanding Loan may be continued as, or a continuation ofbe converted into, a LIBOR Loan). A Notice , when any Event of Conversion/Continuation shall specify Default or Default has occurred and is continuing. (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, ; and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(E); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, 2.2(E) and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice notice, Borrower shall have effected a such conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with 39 respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject (a) The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Subsection 2.5(b) elect, as of subsection 2.6any Business Day, (i) Borrower shall have the option to convert at any time all or any part of its outstanding Tranche A Term the Prime Rate Loans, Tranche B Term Loans or Revolving Loans equal to in either case in a minimum amount of $2,500,000 250,000 and in integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and thereof, into LIBOR Loans; or (ii) upon elect, as of the expiration last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as specified above; provided, however, that if at any time the aggregate amount of LIBOR Loans in respect of any Interest Period applicable LIBOR Loan is reduced, by payment, prepayment, or conversion of part thereof to a be less than $250,000 such LIBOR LoanLoan shall at the Lender’s election convert into Prime Rate Loans, and on and after such date the right of the Borrower to convert such Loans into LIBOR Loans shall terminate. (b) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall have deliver to the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give Lender a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2DContinuation, signed by an authorized officer or signatory of the Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent (i) no later than 11:00 A.M. a.m. (Boston, Massachusetts timePacific Time) at least one (1) Business Day in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into Prime Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation fails to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, provide a Notice of Conversion/Continuation for conversion toany LIBOR Loans as provided above, or continuation of, a LIBOR Loan such Loans shall convert to Prime Rate Loans on the last day of the Interest Period therefor. (or telephonic notice in lieu thereofc) Any Notice of Conversion/Continuation made pursuant to this Section 2.5 shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Base Rate Loans equal to Five Hundred Thousand Dollars ($2,500,000 500,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Rate Loans, (ii) to convert at any time all or any part of its outstanding LIBOR Rate Loans equal to One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Base Rate Loans, or (iii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to Five Hundred Thousand Dollars ($2,500,000 500,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify the Lenders of each LenderNotice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6F and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDED, HOWEVER, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto unless Company pays on such conversion date all amounts owing to any Lenders under subsection 2.6D ; PROVIDED, FURTHER that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthLoans. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone notify each Lender of any Loan subject to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis the other basis; provided that any such conversion of Prime Rate Loans into LIBOR Rate Loans shall be in amounts of $1,000,000 and integral multiples of $500,000 in excess thereof or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 500,000 in excess of that amountamount as a LIBOR Rate Loan having a particular Interest Period; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Prime Rate Loan on (i) the expiration date of any an Interest Period applicable thereto or (ii) any other date, provided that Company reimburses Agent for all costs incurred pursuant to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower 2.7D herein. There shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such no more than seven LIBOR Loan as a LIBOR Loan with an Interest Period of one monthRate Loans outstanding at any time. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 2:00 p.m. (Boston, Massachusetts Boston time) at least one on the Business Day in advance of prior to the proposed conversion conversion/continuation date (in the case of a conversion to a Base Prime Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/conversion/ continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent facsimile or telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.3D; PROVIDED provided that such telephonic notice shall be promptly immediately confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each LenderAgent. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any facsimile or telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D2.3D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such facsimile or telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7B, 2.6C 2.7C and 2.6F2.7G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or facsimile or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6., (i) ------------ the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 200,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 200,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Further, the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice submission by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Borrower of a Notice of Conversion/Continuation to Administrative Agent on or before shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as to the case may be, hereundermatters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B. and 2.6F2.6.C., a Notice of --------------- ------ Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Paragraph 4 hereof, (i) the Borrower shall have the option (1) to convert at any time all (but not part) of the outstanding balance of the Loan from the Prime Rate Option to the LIBO Rate Option; or (2) to convert at any part time all (but not part) of its the outstanding Tranche A Term Loans, Tranche B Term Loans balance of the Loan from the LIBO Rate Option to the Prime Rate Option; or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii3) upon the expiration of any Interest Period applicable to a LIBOR LoanPeriod, Borrower shall have the option to continue as a LIBOR all (but not part) of the Loan all or any portion under the LIBO Rate Option, and the succeeding Interest Period of such the continued Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon shall commence on the expiration date of any the Interest Period applicable to thereto; provided, however, that the Loan may not be continued at, or be converted into, the LIBO Rate Option when any LIBOR Loan, Event of Default has occurred and is continuing. (b) In the event the Borrower shall have failed elect to give a Notice of Conversion/Continuation with respect to such LIBOR convert or continue the Loan in accordance with under this subsection 2.2DParagraph 2(ii), Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. the Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Lender no later than 11:00 A.M. 12:00 NOON (BostonNew York, Massachusetts New York time) at least one Business Day in advance of (1) on the proposed conversion date (date, in the case of a conversion to a Base the Prime Rate LoanOption, and (2) and at least three on the Business Day which is two Business Days in advance of the proposed conversion/continuation date (date, in the case of a conversion to, or a continuation of, a LIBOR Loan)at the LIBO Rate Option. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), ) and (iiB) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuinginterest rate option. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DParagraph 2(ii)(b); provided, Administrative Agent shall promptly transmit however, that such notice shall be confirmed in writing by telefacsimile or telephone delivery to each Lenderthe Lender promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. Neither Administrative Agent nor any In the event the Borrower fails to provide the Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf with the requisite Notice of Borrower or Conversion/Continuation for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion to, or continuationa continuation of, as the case may beLoan, hereunder. Except as otherwise provided in subsections 2.6Bsaid Loan shall automatically be converted to, 2.6C and 2.6For continue at, a the LIBO Rate Option. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR the Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Delayed Draw Term Loans or Revolving Loans equal to One Hundred Thousand Dollars ($2,500,000 100,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to One Hundred Thousand Dollars ($2,500,000 100,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amountamount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto unless Borrower pays all fees due pursuant to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. 2.6D. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (BostonNew York, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile facsimile or telephone to each LenderLender of the Loan subject to the Notice of Conversion/Continuation. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice notice, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date; provided that Borrower may revoke such Notice of Conversion/Continuation if Borrower pays all fees required by subsection 2.6D. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, and Borrower including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be bound deemed to effect be converted, on the last day of the then current Interest Period, into a conversion or continuation in accordance therewithBase Rate Loan and thereafter shall bear interest as such.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower the Company shall have the option (i) to convert at any time all or any part (but not less than all) of its the outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue all (but not less than all) of the Loans as a LIBOR Eurodollar Rate Loan. A Eurodollar Rate Loan all or converted into a Base Rate Loan on any portion day other than the last day of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any an Interest Period applicable thereto shall be subject to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan breakage fees in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 11:00 A.M. 12:00 noon (Boston, Massachusetts New York time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Neither the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 3.3 hereof, (i) the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference as Prime Rate Loans to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis as LIBOR Loans, and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option (a) to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any as a LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an the succeeding Interest Period of one monthsuch continued LIBOR Loan to commence on the most recent Interest Payment Date thereof or (b) to convert all or part of such Loan to a Term Loan bearing interest as a Prime Rate Loan. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent Bank no later than 11:00 A.M. 12:00 noon (BostonLouisville, Massachusetts Kentucky time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan or a Prime Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent Bank telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2Dsection 3.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative the Agent Bank on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent The Banks shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent Bank believes in good faith to have been given by a duly authorized officer Authorized Officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6BSections 4.2, 2.6C 4.3 and 2.6F4.7 hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, Date and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans of a Class or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into an Alternate Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 1:00 p.m. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Class and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. E. Post-Maturity Interest. Any principal payments on the Loans (whether Base Rate Loans or Eurodollar Rate Loans) not paid when due and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate which is 2.00% per annum in excess of the highest interest rate otherwise payable under this Agreement for Base Rate Loans; provided that, in -------- the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the highest interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, (i) the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis and basis, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Rate Loan as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued LIBOR Rate Loan with shall commence on the most recent Interest Payment Date thereof; provided however, that a LIBOR Rate Loan may only be converted into a Revolving Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period of one monthapplicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 11:00 A.M. (Boston1:00 P.M. Louisville, Massachusetts time) Kentucky time at least one (1) Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) Loan and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (date, which shall must be a Business Day), (ii) the amount and Type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D; PROVIDED that provided, such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative the Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative the Agent nor any Lender Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer Authorized Officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2D and, and upon the conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunderof the interest rate applicable to the particular Revolving Loan. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6F2.6G hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or a telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, Date and the Borrower shall be bound to effect a the conversion or continuation of the interest rate applicable to the particular Revolving Loan in accordance therewithwith such Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. a.m. (Boston, Massachusetts Pacific time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone If Borrower fails to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, deliver a Notice of Conversion/Continuation for conversion towith respect to any LIBOR Rate Loan as described above, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound deemed to effect have elected to convert such Loan to a conversion or continuation in accordance therewithLIBOR Rate Loan with an Interest Period of one month. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, (i) the Borrower shall have the option (i) to convert at any time all or any part of its their outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 the Borrowing Minimum and integral multiples of $250,000 the Borrowing Multiple in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to SOFR Loans bearing interest at a rate determined by reference to an alternative basis and (or vice versa) or (ii) upon the expiration of any Interest Period applicable to a LIBOR SOFR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 the Borrowing Minimum and integral multiples of $250,000 the Borrowing Multiple in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan amount as a LIBOR SOFR Loan with an for another permissible Interest Period of one monthPeriod. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 11:00 A.M. 1:00 p.m. (Boston, Massachusetts New York time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Type and Type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, the requested Interest Period, Period and (v) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice Each conversion or continuance shall be promptly confirmed made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower shall not have given notice in writing by delivery accordance with this Section 2.2D to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.2D to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Notice Base Rate Loan. If the Borrower fails to specify the Type of Conversion/Continuation Loan the applicable Borrowing is to Administrative Agent on be converted into or before continued as, then the proposed conversion/continuation date. Upon receipt of written applicable Borrowing shall be deemed to have been requested to be converted into or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lendercontinued as a Base Rate Loan. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, Sections 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR any SOFR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate Loan shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) 12:00 Noon at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before within one Business Day prior to the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 250,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 250,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term LoansLIBOR Rate Loans to Base Rate Loans at the end of then-current LIBOR Period therefor, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to all or a portion of the Term Loan B Obligations; provided, however, that (A) except as provided in SECTION 4.03, LIBOR Rate Loans may be converted into Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Term Loan B Obligations extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01, and (C) any request for extension or conversion of a LIBOR Loan, Borrower Rate Loan that shall have fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Each such extension or conversion shall be effected by the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give Borrowers by giving a Notice of Conversion/Continuation with respect (or telephone notice promptly confirmed in writing) to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. (Bostonprior to 1:00 p.m., Massachusetts New York City time) at least one , on the third Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Term Loan B Obligations to be so extended or converted, (z) the types of a conversion toTerm Loan B Obligations into which such Term Loan B Obligations are to be converted, or a continuation ofand, a if appropriate, (D) the applicable LIBOR Loan)Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithirrevocable.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower 2.6D. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor Lender of any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect Loan subject to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. (a) Subject to the other provisions of subsection 2.6hereof, (i) the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Base Rate Loans which comprise part of the same Borrowing to LIBO Rate Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon to convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date of the Interest Period applicable thereto, or (iii) to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration of any the Interest Period applicable thereto; PROVIDED that (A) no Base Rate Loan may be converted into a LIBO Rate Loan at any time during the first two days after the Closing Date and (B) no Loan may be continued as, or converted into, a LIBO Rate Loan when any Default or Event of Default has occurred and is continuing. (b) In order to elect to convert or continue a LIBOR LoanLoan under this Section 2.10, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to Administrative the Agent no later than 11:00 A.M. 10:00 A.M., New York City time, (Boston, Massachusetts timei) at least one three (3) Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). A Notice of Conversion/Conver- sion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and Type of the Loan to be converted/converted or continued, (iiiy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (ivz) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Conversion or Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.10(b), Administrative the Agent shall promptly transmit such provide each Bank notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 3.3, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to Five Hundred Thousand Dollars ($2,500,000 500,000.00) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000.00) in excess of that amount from Revolving Loans bearing interest at a rate determined Exhibit (10.2)-p 18 24 by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan its outstanding Revolving Loans equal to Five Hundred Thousand Dollars ($2,500,000 500,000.00) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000.00) in excess of that amountamount as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; PROVIDEDprovided, HOWEVERhowever, that ifthat, upon except as otherwise provided in Section 3.3.4, a LIBOR Rate Loan may only be converted into a Loan bearing interest determined by reference to an alternative basis on the expiration date of any an Interest Period applicable to any LIBOR Loanthereto; and provided, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR further, that, unless NCB otherwise agrees, no outstanding Loan in accordance with this subsection 2.2Dmay be continued as, Borrower shall or be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as converted into, a LIBOR Rate Loan with an Interest Period when any Default or Event of one monthDefault has occurred and is continuing. Borrower shall deliver a Notice notice of Conversionconversion/Continuation continuation to Administrative Agent NCB no later than 11:00 A.M. 2:00 p.m. (Boston, Massachusetts Ohio time) at least one Business Day in advance of the proposed conversion date two (in the case of a conversion to a Base Rate Loan2) and at least three Business Days in advance of the proposed conversion/ continuation date. A notice of conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice notice of Conversionconversion/Continuationcontinuation, Borrower may give Administrative Agent NCB telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 3.1.4; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice notice of Conversionconversion/Continuation continuation to Administrative Agent NCB on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender NCB shall incur any no liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent NCB believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.1.4; and, and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Loans by NCB in accordance with this Agreement pursuant to any such telephonic notice notice, Borrower shall have effected a conversion or continuation, as the case may be, such converted/continued Loans hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6FSection 3.3.4, a Notice notice of Conversionconversion/Continuation continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and and, upon delivering the notice of conversion/ continuation, Borrower shall be bound to effect a conversion convert or continuation to continue in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, (i) on any Payment Date or LIBOR Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term from Base Rate Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Borrower shall have the option Base Rate Loans; and (iii) to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amountLIBOR Loans as LIBOR Loans; PROVIDEDprovided, HOWEVERhowever, that ifno outstanding Loans may be converted into, upon the expiration or continued as, LIBOR Loans when any Default or Event of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Borrower’s Revolving Loans or Term Loans must be applied pro rata to such LIBOR Loan in accordance with Borrower’s Revolving Loans or Term Loans, as applicable, according to the outstanding principal balance of such Revolving Loans or Term Loans. (b) Whenever a Borrower elects to convert or continue Loans under this subsection 2.2DSection 2.06, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver to the Administrative Agent a written notice substantially in the form of that attached hereto as Exhibit H-2 (a “Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation”), signed by an authorized officer of such Borrower (i) no later than 11:00 A.M. 10:00 a.m. (Boston, Massachusetts New York time) at least one three (3) Business Day Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Continuation pursuant to Administrative Agent on or before this Section 2.06(b), the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice notify the Revolving Lenders or Term Lenders, as applicable, by telefacsimile or telecopy, telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon of the requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any LIBOR Loans in accordance as provided above, such Loans shall, on the last day of the Interest Period with this Agreement pursuant respect to any such telephonic notice Borrower shall have effected a conversion or continuationLoans, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) Loans made pursuant to this Section 2.06 shall be irrevocable on and after the related Interest Rate Determination Date, and applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans a Loan bearing interest at a rate determined by reference to one basis to Loans the alternative basis or (ii) upon the expiration of an Interest Period applicable to a Loan bearing interest at the LIBOR Rate, to continue a Loan as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to an alternative any other basis and (ii) upon for the expiration purpose of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all arbitrage or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthspeculation. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent Lender no later than 11:00 10:00 A.M. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(d); PROVIDED provided, that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent Lender on or before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6F2.7(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term LoansAXELs, Tranche B Additional Term Loans or Revolving Loans equal to at least $2,500,000 and integral multiples of $250,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to at least $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan 1,000,000 as a LIBOR Loan with an Interest Period of one monthEurodollar Rate Loan. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversionconver- sion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6B and 2.6F2.6C, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Chase Co-Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/conversion/ continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon the expiration of any Interest Period applicable Loans -------- ------- may not be continued as or converted to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of one monththe Initial Period. Borrower Company shall deliver a Notice of Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion/ continuation under this subsection 2.2D; PROVIDED provided that such notice -------- shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Conversion/ Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term LoansLIBOR Rate Loans to Base Rate Loans at the end of then-current LIBOR Period therefor, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to all or a portion of the Loans; provided, however, that (A) except as provided in SECTION 4.03, LIBOR Rate Loans may be converted into Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrower agrees to pay all amounts due pursuant to SECTION 4.02, (B) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), (C) any request for extension or conversion of a LIBOR Loan, Borrower Rate Loan that shall have the option fail to continue as specify an LIBOR Period shall be deemed to be a request for a LIBOR Loan all Period of one month; and (D) no Base Rate Loans may be converted to LIBOR Rate Loans if any Event of Default is then continuing. Each such extension or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon conversion shall be effected by the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give by giving a Notice of Conversion/Continuation with respect (or telephone notice promptly confirmed in writing) to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. (Bostonprior to 1:00 p.m., Massachusetts New York City time) at least one , on the third Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Loans to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation ofand, a if appropriate, (D) the applicable LIBOR Loan)Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice The Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a no more than ten (10) LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithLoans outstanding at any one time.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Acquisition Loans or Term Loans, Tranche B Term Loans Loan or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an the alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount; PROVIDEDprovided, HOWEVERhowever, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (BostonNew York, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, (i) Borrower including, without limitation, satisfying the conditions set forth in Section 3, Borrowers shall have the option to (1) convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to LIBOR Loans bearing interest at a rate determined by reference to an alternative basis and or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to (a) continue as a LIBOR Loan all or any portion of such LIBOR Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan amount as a LIBOR Loan with an or (b) convert all or any portion of such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the last day of the Interest Period of one monththe Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrower Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Collateral Agent no later than 11:00 A.M. 12:00 p.m. (Boston, Massachusetts timenoon) New York time at least one Business Day in advance of the proposed conversion date two (in the case of a conversion to a Base Rate Loan2) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A The Notice of ConversionBorrowing with respect to such conversion/Continuation continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied or waived. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, any Borrower may give Administrative Collateral Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); PROVIDED provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Borrowing (in form and substance described herein) with Neither Administrative Collateral Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Collateral Agent believes in good faith to have been given by a duly authorized an officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith2.2(D).

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 2,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 2,000,000 and integral multiples of $250,000 500,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (BostonDallas, Massachusetts Texas time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Base Rate Loans equal to Five Hundred Thousand Dollars ($2,500,000 500,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Rate Loans, (ii) to convert at any time all or any part of its outstanding LIBOR Rate Loans equal to One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Base Rate Loans, or (iii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Term Loan equal to Five Hundred Thousand Dollars ($2,500,000 500,000) and integral multiples of One Hundred Thousand Dollars ($250,000 100,000) in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify the Lenders of each LenderNotice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Term Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Term Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Term Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Term Loan with an Interest Period of one month and thereafter shall bear interest as such.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.14, (i) Borrower the Borrowers shall have the option to convert (a) at any time to convert all or any part of its any outstanding Tranche A Term Loans, Tranche B Term Base Rate Loans or Revolving Loans equal to in an aggregate minimum amount of $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to LIBOR Loans bearing interest at a rate determined by reference to an alternative basis and (iib) upon the expiration of any Interest Period applicable to a specific Borrowing of LIBOR LoanLoans, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to Loans in an aggregate minimum amount of $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount; PROVIDEDamount as LIBOR Loans, HOWEVER, that if, upon and the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an succeeding Interest Period of one monthsuch continued LIBOR Loans shall commence on the expiration date of the Interest Period previously applicable thereto. Borrower . The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. 12:00 noon (Boston, Massachusetts Eastern time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the aggregate amount and Type of the Loan Loans to be converted/continued, (iiic) the nature of the proposed conversion/continuation, and (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.7; PROVIDED provided, however, that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation delivered to the Administrative Agent on or before the proposed conversion/continuation date. Upon The execution and delivery of each Notice of Conversion/Continuation shall be deemed a representation and warranty by the Borrowers that the requested conversion/continuation may be made in accordance with, and will not violate the requirements of, this Agreement, including those set forth in Sections 2.7.1 and 2.14.1. . Promptly after receipt of written a Notice of Conversion/Continuation (or telephonic notice of any proposed conversion/continuation under this subsection 2.2Din lieu thereof), the Administrative Agent shall promptly transmit such notice by telefacsimile notify each Lender of the proposed conversion or telephone to each Lendercontinuation. Neither the Administrative Agent nor any the Lender shall incur any liability to Borrower the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower the Borrowers or for otherwise acting in good faith under this subsection 2.2DSection 2.7 and, and upon conversion or conversion/continuation of by the applicable basis for determining the interest rate with respect to any Loans Administrative Agent in accordance with this Agreement pursuant to any such telephonic notice Borrower notice, the Borrowers shall have effected a conversion or continuation, as the case may be, conversion/continuation of Loans hereunder. . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6FSection 3.4.5, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower the Borrowers shall be bound to effect a conversion convert or continuation continue such Loan in accordance therewith. . In the event any LIBOR Loan is unpaid upon the expiration of the Interest Period applicable thereto and a Notice of Conversion/Continuation has not been given in the manner provided in Section 2.7.2, such LIBOR Loan shall, effective as of the last day of such Interest Period, become a Base Rate Loan. . Each Loan made by a Lender to the Borrowers pursuant to this Agreement shall be evidenced by a Note of each Borrower in the form attached hereto as Exhibit 2.8 payable to the order of such Lender in an amount equal to such Lender's Percentage of the aggregate amount of the Commitments. Each Lender hereby is authorized to record and endorse the date and principal amount of each Loan made by it, and the amount of all payments and prepayments of principal and interest made to such Lender with respect to such Loans, on a schedule annexed to and constituting a part of such Lender's Note from each Borrower, which recordation and endorsement shall constitute prima facie evidence of the Loans made by such Lender to such Borrower and payments made by Borrowers to such Lender, absent manifest error; provided, however, that (a) failure by any Lender to make any such recordation or endorsement shall not in any way limit or otherwise affect the obligations of such Borrower or the rights and remedies of the Lenders under this Agreement or the Notes, and (b) payments of principal and interest on the Loans to the Lenders shall not be affected by the failure to make any such recordation or endorsement thereof. In lieu of making recordation or endorsement, the Lenders hereby are authorized, at their option, to record the payments or prepayments on their respective books and records in accordance with their usual and customary practice, which recordation shall constitute prima facie evidence of the Loans made by the Lenders to the Borrowers and the payments and prepayments made by the Borrowers to the Lenders, absent manifest error. . The Administrative Agent may assume that each Lender has made the proceeds of its Loans available to the Administrative Agent on the corresponding Funding Date in the event the applicable conditions precedent to funding the requested Loans set forth in Article 6 have been satisfied or waived in accordance with Section 12.3, and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, advance all or any portion of the amount of any requested Borrowing on such Funding Date to the Borrower designated by the Borrowers to receive such requested Borrowing prior to receiving the proceeds of the corresponding Loans from the Lenders. If the Administrative Agent has advanced proceeds of any Loan to such Borrower on behalf of any Lender and such Lender fails to make available to the Administrative Agent its Percentage share of such Loan as required by Sections 2.2 or 2.3.4, the Administrative Agent shall be entitled to recover such amount on demand from such Lender. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall notify the Borrowers and the Borrowers shall pay such amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest at the Federal Funds Rate or any other rate customarily used by banks for the correction of errors among banks, but in no event to exceed the Highest Lawful Rate, on such amount so advanced on behalf of a Lender for each day from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent, with interest at the applicable rate for such Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill such Lender's Commitments or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. . The proceeds of the Revolving Credit Loans will be used by the Borrowers, for working capital purposes and for other general corporate or partnership purposes, and will not be used by the Borrowers for any purpose prohibited by the terms of this Agreement or by any law. The proceeds of the Letter of Credit Loans will be used solely to reimburse the Issuing Bank for amounts paid by it in respect of drawings on Letters of Credit incurred for Letter of Credit Supportable Obligations and will not be used by the Borrowers for any purpose prohibited by the terms of this Agreement or by any law. . In consideration for the obligations of the Administrative Agent, the Issuing Bank and the Lenders set forth herein, the Borrowers shall pay the following credit fees: . In consideration of each Lender's agreement to participate in the Facilities as provided herein, the Borrowers shall pay to each Lender a per annum fee in an amount equal to twenty one-hundredths of one percent (0.20%) of such Lender's Percentage of the Commitments hereunder. This fee shall be payable in quarter-annual installments, in advance, on each January 1, April 1, July 1, and October 1 of each year based upon the amount of Commitments as of each date and calculated based upon a 365-day year and the actual number of days elapsed. . The Borrowers agree to pay to each Issuing Bank annual letter of credit fees with respect to each Standby Letter of Credit issued by such Issuing Bank on the date of issuance of each such Standby Letter of Credit, equal to the stated amount of each such Standby Letter of Credit multiplied by the Applicable Standby Letter of Credit Fee Percentage and the fraction of a year that such Standby Letter of Credit is to be outstanding calculated based upon a 365-day year and the actual number of days to elapse. The Borrowers further agree to pay to each Issuing Bank annual letter of credit fees with respect to each Commercial Letter of Credit issued by such Issuing Bank on the earlier of (i) the termination date of each such Commercial Letter of Credit or (ii) the date each such Commercial Letter of Credit is drawn upon in an amount equal to the stated amount of each such Commercial Letter of Credit multiplied by the Applicable Commercial Letter of Credit Fee Percentage and the fraction of a year that such Commercial Letter of Credit was outstanding (calculated based upon a 365-day year and the actual number of days elapsed). The fees to be paid pursuant to this Section 2.11.2 are collectively referred to herein as "Letter of Credit Fees". Each Issuing Bank shall pay to the Administrative Agent no later than the last day of each quarter and on the Termination Date all Letter of Credit Fees received by such Issuing Bank during such quarter, together with a summary of how such fees were calculated, and the Administrative Agent shall distribute all Letter of Credit Fees to each Lender in proportion to that Lender's Percentage on January 1, April 1, July 1 and October 1 of each year, and on the Termination Date. . Pursuant to one or more separate agreements with the Issuing Bank, Borrowers shall pay to the Issuing Bank its normal and customary fees charged by the Issuing Bank upon the establishment of any Letter of Credit, upon any amendment or transfer of a Letter of Credit and upon the payment of any drawing under any Letter of Credit.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6SECTION 2.07, (i) each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to in a minimum amount of $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount amount, from Loans bearing interest at a rate determined by reference that are Base Rate Loans to one basis LIBOR; (ii) to convert all or any part of its outstanding Loans bearing interest at a rate determined by reference from LIBOR Loans to an alternative basis Base Rate Loans on the expiration of the Interest Period applicable thereto; and (iiiii) upon the expiration of any Interest Period applicable to its outstanding LIBOR Loan to continue all such LIBOR Loans as a LIBOR Loan; PROVIDED that no outstanding Loans may be converted into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing. (b) Whenever a Borrower shall have the option elects to convert or continue as a LIBOR Loan all or any portion of Loans under this SECTION 2.06, such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver to the Agent a Notice written notice substantially in the form of Conversion/Continuation to Administrative Agent that attached hereto as EXHIBIT H-2 (a "NOTICE OF CONVERSION/ CONTINUATION"), signed by an authorized officer of such Borrower (i) no later than 11:00 A.M. 10:00 a.m. (Boston, Massachusetts New York time) at least one two (2) Business Day Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Continuation pursuant to Administrative Agent on or before this SECTION 2.06(B), the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice notify the Lenders by telefacsimile or telecopy, telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon of the requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any LIBOR Loans in accordance as provided above, such Loans, on the last day of the Interest Period with this Agreement pursuant respect to any such telephonic notice Borrower Loans, shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) Loans made pursuant to this SECTION 2.06 shall be irrevocable on and after the related Interest Rate Determination Date, and applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, (i) Borrower including, without limitation, satisfying the Conditions set forth in Section 3, Borrowers shall have the option to (1) convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to LIBOR Loans bearing interest at a rate determined by reference to an alternative basis and or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to (a) continue as a LIBOR Loan all or any portion of such LIBOR Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan amount as a LIBOR Loan with an or (b) convert all or any portion of such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the last day of the Interest Period of one monththe Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrower Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Agent no later than 11:00 A.M. 12 p.m. (Boston, Massachusetts timenoon) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and New York time at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A The Notice of ConversionBorrowing with respect to such conversion/Continuation continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, Borrower the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); PROVIDED provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Notice of ConversionBorrowing (in form and substance described herein) with respect to such conversion/Continuation continuation to Administrative Agent on or before the proposed conversion/continuation date. Once given, such Borrower shall be bound by such telephonic notice. Upon receipt the expiration of written an Interest Period for a LIBOR Loan, in the absence of a new Notice of Borrowing or a telephonic notice of any proposed conversion/continuation under this subsection 2.2D, submitted to Administrative Agent not less than three (3) Business Days prior to the end of such Interest Period, the LIBOR Loan then maturing shall promptly transmit such notice by telefacsimile be automatically converted to a Base Rate Loan. No Agent or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Agent believes in good faith to have been given by a duly authorized an officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith2.2(D).

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Borrower shall have the option (1) to convert at any time all or any part of its outstanding Tranche A Term LoansLIBOR Rate Loans to Alternate Base Rate Loans at the end of the then-current Interest Accrual Period therefor, Tranche B Term (2) to convert Alternate Base Rate Loans to LIBOR Rate Loans or Revolving (3) to change or continue the LIBOR Period applicable to all or a portion of the Loans; provided, however, that (i) except as provided in Section 4.04, LIBOR Rate Loans equal may be converted into Alternate Base Rate Loans only on the last day of the Interest Period applicable thereto unless the Borrower agrees to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference pay all amounts due pursuant to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and Section 4.03, (ii) upon Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the expiration terms of the definition of “Interest Accrual Period” set forth in Section 1.01, and (iii) any Interest Period applicable to request for extension or conversion of a LIBOR Loan, Borrower Rate Loan that shall have the option fail to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any specify an Interest Accrual Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given be a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with request for an Interest Accrual Period of one month. Each such extension or conversion shall be effected by the Borrower shall deliver by giving a written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion/Continuation Continuation”) to the Administrative Agent no later than 11:00 A.M. (Bostonprior to 12:00 a.m., Massachusetts New York City time) at least one , on the third LIBOR Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit B-2 hereto, specifying (A) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in B) the case Loans to be so extended or converted, (C) the types of a conversion toLoans into which such Loans are to be converted, or a continuation ofand, a LIBOR Loan)if appropriate, (D) the applicable Interest Accrual Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that irrevocable. So long as there is no Potential Event of Default or Event of Default has occurred and Default, in the event the Borrower does not request extension or conversion of any LIBOR Rate Loan in accordance with this Section, or any such conversion or extension is continuingnot required by this Section, then such LIBOR Rate Loan shall be continued as a LIBOR Rate Loan (with an Interest Accrual Period of one month) at the end of each Interest Accrual Period applicable thereto, until the Borrower selects an alternate Interest Accrual Period or converts such Loans to Alternate Base Rate Loans. In lieu the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of delivering the above-described Notice of Conversion/Continuation, Borrower may give applicable Interest Accrual Period with respect thereto. The Administrative Agent telephonic shall give each Lender notice by the required time as promptly as practicable of any such proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation to under this Section 4.01(d), the Administrative Agent on shall notify each Lender by telex or before telecopy, or other similar form of transmission, of the proposed conversion/continuation datecontinuation. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 10,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto unless Borrowers pay on such conversion date all amounts owing to any LIBOR LoanLenders under subsection 2.6D; provided further that, Borrower shall have failed until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to give a Notice Borrowers on which the primary syndication of Conversion/Continuation the Loans has been completed, no Base Rate Loans may be converted into Eurodollar Rate Loans other than Eurodollar Rate Loans with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an the same 30-day Interest Period of one monthPeriod. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate Loan shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) 12:00 pm at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before within one Business Day prior to the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, (i) the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or outstand- ing Revolving Loans equal made to $2,500,000 and integral multiples of $250,000 in excess of that amount the Borrower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis and basis, (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the Borrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iii) upon the expiration of any Interest Period applicable to a LIBOR LoanRate Loan made to the Borrower, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Rate Loan as a LIBOR Loan with an Rate Loan, and the succeeding Interest Period of one monthsuch continued LIBOR Rate Loan shall commence on the last day of the current Interest Period with respect thereto; provided however that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of the Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 11:00 10:30 A.M. (BostonLouisville, Massachusetts Kentucky time) at least one on the same Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative Agent the Banks telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Con- tinuation to Administrative the Agent on or before the proposed conversionconver- sion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative the Agent nor any Lender the Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf an Authorized Officer of the Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6F2.6F hereof, a Notice of ConversionConver- sion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, Date and the Borrower shall be bound to effect a the conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 2,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 10:00 AM (Boston, Massachusetts New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED , provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Administrative Agent confirm such telephonic notice no later than 2:00 P.M. (New York City time) on or before the proposed conversion/continuation dateday on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. . (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, (i) the Borrower shall have the option (i) to convert at any time all or any part of its the outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 500,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.3(c); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative the Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D2.3(c), Administrative the Agent shall promptly transmit such notice by telefacsimile or telephone to each LenderBank. Neither Administrative the Agent nor any Lender Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D2.3(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6F2.7(f), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 10:00 AM (Boston, Massachusetts New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period (which, if a Potential Event of Default has occurred and is continuing shall be a one month Interest Period), and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile facsimile or electronic mail (or by telephone promptly confirmed by facsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (iv) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Tranche A Term Base Rate Loans to LIBOR Rate Loans; (B) to convert all or any part of outstanding LIBOR Rate Loans having LIBOR Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding LIBOR Rate Loans having LIBOR Interest Periods which expire on the same date as LIBOR Rate Loans, Tranche B Term and the succeeding LIBOR Interest Period of such continued Loans, shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.2 or (ii) if an Event of Default or Potential Event of Default has occurred and is continuing. Any conversion into or continuation of LIBOR Rate Loans or Revolving Loans equal to under this Section 4.1(c) shall be in a minimum amount of $2,500,000 1,000,000 and in integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 1,000,000 in excess of that amount; PROVIDED, HOWEVERexcept in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans outstanding at any one time. (i) To convert or continue a Loan under Section 4.1(c)(i), that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. a.m. (Boston, Massachusetts Boston time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Conversion/ Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested LIBOR Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of Conversion/ Continuation, the above-described Borrower may give the Administrative Agent telephonic notice of any proposed conversion/ continuation by the time required under this Section 4.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation, Borrower may give Continuation to the Administrative Agent telephonic notice by facsimile transmission promptly, but in no event later than 12:00 p.m. (Boston time) on the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery same day. Promptly after receipt of a Notice of Conversion/Continuation to under this Section 4.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent on shall notify each Lender by facsimile transmission, or before other similar form of transmission, of the proposed conversion/continuation datecontinuation. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) given pursuant to this Section 4.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to outstanding LIBOR Rate Loans, upon the expiration of the LIBOR Interest Period applicable thereto, such Loans shall automatically be converted to Base Rate Loans. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall be deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such LIBOR Loan requesting a Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans which are Base Rate Loans in an amount equal to $2,500,000 the applicable Minimum Amount to Loans denominated in Dollars and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and the Adjusted Offshore Rate, (ii) to convert all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars to Base Rate Loans upon the expiration of the Interest Period applicable to such Offshore Rate Loans, (iii) to continue all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars in an amount equal to the applicable Minimum Amount upon the expiration of the Interest Period applicable to such Offshore Rate Loans, or (iv) upon the expiration of any Interest Period applicable to a LIBOR an Offshore Currency Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples the applicable Minimum Amount as an Offshore Rate Loan denominated in the same Offshore Currency. (i) in the case of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable a conversion to any LIBOR a Base Rate Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least one Business Day in advance of the proposed conversion date date, (ii) in the case of a conversion to to, or a Base continuation of, an Offshore Rate Loan) and Loan denominated in Dollars, at least three Business Days in advance of the proposed conversion/continuation date date, and (iii) in the case of a conversion tocontinuation of Offshore Currency Loans, or a at least five Business Days in advance of the proposed continuation of, a LIBOR Loan)date. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR an Offshore Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender, including, if applicable, Offshore Currency Funding Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.1F, 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), (i) Borrower shall have the option to (i) convert at any time all or any part of its any outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to or greater than $2,500,000 and integral multiples of $250,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to or greater than $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan 1,000,000 as a LIBOR Loan with and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, that LIBOR Loans may only be converted into Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of one monthDefault has occurred and is continuing; and provided, further, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (BostonChicago, Massachusetts Illinois time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation of, a of any LIBOR Loan)Loans. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and Type of the Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(C); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder2.2(C). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Fsubsection 2.2(D)(4), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce given, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (a) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the minimum amount of $1,000,000 and integral multiples of $1,000,000 and (iib) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to in the minimum amount of $2,500,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 10:00 AM (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date of any Loan. With respect to any LIBOR Loan, (in a) if Borrower fails to deliver a Notice of Conversion/Continuation as described above, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an interest period of one month on the case last day of a conversion tothe then-expiring Interest Period; provided that if such continuation is not permitted under the terms of this Agreement, then clause (b) of this subsection 2.2D(ii) shall apply, or (b) if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a continuation of, a LIBOR Loan). Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED , provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Administrative Agent confirm such telephonic notice no later than 2:00 P.M. (New York City time) on or before the proposed conversion/continuation dateday on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. . (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 500,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 500,000 and integral multiples of $250,000 500,000 in excess of that amountamount as a LIBOR Rate Loan; PROVIDED, HOWEVER, that if, upon a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any LIBOR Loan, Borrower shall have failed to give a Notice other basis for the purpose of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one montharbitrage or speculation. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6this Agreement, (i) Borrower shall have the option (A) as of any date to convert at any time all or any part of its outstanding Tranche A Term LoansBase Rate Portion, Tranche B Term Loans if any, into one or more LIBO Rate Portions; (B) as of the last day of its applicable Interest Period, to convert all or any part of a LIBO Rate Portion to a Base Rate Portion on such expiration date; or (C) as of the last day of any Interest Period, to continue all or any part of a LIBO Rate Portion, and, in the case of clauses (B) and (C) of this paragraph, the succeeding Interest Period of such continued LIBO Rate Portion shall commence on such expiration date; provided, however, no outstanding portion of the Revolving Loans equal to $2,500,000 and integral multiples may be continued as, or be converted into, a LIBO Rate Portion (i) if the continuation of, or the conversion into such LIBO Rate Portion, would violate any of $250,000 in excess the provisions of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and Section 3.1(1)(A)(v) of this Schedule or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue if as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 date a Default or an Event of Default would occur or has occurred and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give is continuing. (b) To convert or continue a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with LIBO Rate Portion under this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthSection 3.1(I)(A)(iii). Borrower shall deliver a Notice of Conversion/Continuation Continuation, in the form of Exhibit A attached hereto and incorporated herein by this reference, to Administrative Agent Lender no later than 11:00 A.M. 10:00 a.m. (Boston, Massachusetts Los Angeles time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and Type of the Loan principal portion of the Revolving Loans to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (vC) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingwhether such portion shall be converted and/or continued. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 3.l(I)(A)(iii), Administrative Agent shall promptly transmit and such notice by telefacsimile or telephone shall be confirmed in writing delivered to each LenderLender promptly (but in no event later than 3:00 p.m. (Los Angeles time) on the same Business Day). Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan delivered by Borrower (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Datewhen given pursuant to this clause (b) (whether given in writing or by telephone), and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, the applicable Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount (or, in the case of Sterling Loans, equal to L5,000,000 and integral multiples of L500,000 in excess of that amount; PROVIDED that no more than one Sterling Loan of each U.K. Borrower outstanding at any time may be in an aggregate minimum amount equal to L5,000,000 and any amount in excess thereof); PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, the applicable Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, such Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. The applicable Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan), with a copy to the Sterling Notice Office, in the case of Sterling Loans. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent Agent, with a copy to the Sterling Notice Office, in the case of Sterling Loans, on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the applicable Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6F and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), (i) Borrower shall have the option to (i) convert at any time all or any part of its any outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to or greater than $2,500,000 and integral multiples of $250,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to or greater than $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan 1,000,000 as a LIBOR Loan with and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, that LIBOR Loans may only be converted into Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of one monthDefault has occurred and is continuing; and PROVIDED, FURTHER, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (BostonChicago, Massachusetts Illinois time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation of, a of any LIBOR Loan)Loans. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and Type of the Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(C); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder2.2(C). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Fsubsection 2.2(D)(4), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce given, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. Subject to (i) vided, however, no such outstanding Loan may be continued as, or be converted ----- ------- into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of subsection 2.6, Section 4.02 or (iii) Borrower if an Event of ------------ Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall have the option to convert at any time all or any part --------------- be in a minimum amount of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and in integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 1,000,000 in excess of that amount; PROVIDED. (ii) To convert or continue a Loan under Section 4.01(c)(i), HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower ------------------ Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. a.m. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in date; provided, -------- however, that any Notice of Conversion/Continuation delivered on the Tender ------- Offer Funding Date or the Merger Funding Date, as the case of may be, may be delivered until 1:00 p.m. (New York time) with respect to a conversion toproposed to be effective three (3) Business Days after the Tender Offer Funding Date or the Merger Funding Date, or a continuation of, a LIBOR Loan)as the case may be. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), and such notice shall be confirmed in writing ------------------- delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/ Continuation under this Section 4.01(c)(ii) (or telephonic notice in ------------------- lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Borrower the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term LoansLIBOR Rate Loans to Base Rate Loans at the end of then-current LIBOR Period therefor, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to all or a portion of the Loans; provided, however, that (A) except as provided in SECTION 4.03, LIBOR Rate Loans may be converted into Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), and (C) any request for extension or conversion of a LIBOR Loan, Borrower Rate Loan that shall have fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Each such extension or conversion shall be effected by the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give Borrowers by giving a Notice of Conversion/Continuation with respect (or telephone notice promptly confirmed in writing) to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. (Bostonprior to 1:00 p.m., Massachusetts New York City time) at least one , on the third Business Day in advance prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Loans to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation ofand, a if appropriate, (D) the applicable LIBOR Loan)Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower The Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a no more than five (5) LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithLoans outstanding at any one time.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Loans, (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have to convert all or any part of its outstanding Revolving Loans from LIBOR Loans to Base Rate Loans, or (iii) upon the option expiration of any Interest Period applicable to a LIBOR Loan, to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any thereto; provided, further, that Special Revolving Loans may not be converted into LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthLoans. Borrower The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, (i) Borrower shall have the option to convert at any time (i) to convert all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto. Subject to any LIBOR Loanthe next following paragraph, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 9:00 A.M. (Boston, Massachusetts Pacific time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Unless Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a duly authorized officer or other Person authorized to borrow on behalf of Borrower, in which case Borrower shall confirm such request by delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Borrowing with respect to such Loan in person or by telecopier to Administrative Agent on Agent. Borrower and Lenders may enter a memorandum of understanding that sets forth specific procedures for such telephonic requests; if Lenders comply with the procedures set forth in such memorandum (or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Dif no such memorandum is entered), Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any such telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Conversion/ Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon if a LIBOR Loan is converted into a Base Rate Loan on a date other than the expiration date of any the Interest Period applicable to any LIBOR Loanthereto, Borrower subsection 2.6D shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthapply. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 1:00 P.M. (Boston, Massachusetts New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan, as applicable. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED , provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Administrative Agent confirm such telephonic notice no later than 1:00 P.M. (New York City time) on or before the proposed conversion/continuation dateday on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each LenderLender but not later than two Business Days prior to the Funding Date of a LIBOR Loan and one Business Day prior to the Funding Date of a Base Rate Loan. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. 10:00 AM (Boston, Massachusetts New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED , provided that such notice Administrative Agent shall be promptly confirmed in writing by delivery of receive a Notice of Conversion/Continuation to Administrative Agent confirm such telephonic notice no later than 2:00 P.M. (New York City time) on or before the proposed conversion/continuation dateday on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. . (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice in lieu thereofnotice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, (i) Borrower shall have the option to convert at any time (i) to convert all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto. Subject to any LIBOR Loanthe next following paragraph, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 9:00 A.M. (Boston, Massachusetts Pacific time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Unless Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a duly authorized officer or other Person authorized to borrow on behalf of Borrower, in which case Borrower shall confirm such request by delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Borrowing with respect to such Loan in person or by telecopier to Administrative Agent on Agent. Borrower and Lenders may enter a memorandum of understanding that sets forth specific procedures for such telephonic requests; if Lenders comply with the procedures set forth in such memorandum (or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Dif no such memorandum is entered), Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any such telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Tranche A Term Base Rate Loans to LIBO Rate Loans; or (B) to continue all or any part of outstanding LIBO Rate Loans, Tranche B Term in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such continued Loans shall commence on such expiration date; provided, however, that (I) no portion of any outstanding Loan may be continued as (and shall be immediately converted into a Base Rate Loan), or Revolving Loans equal to $2,500,000 be converted into, a LIBO Rate Loan if (x) such continuation or conversion would violate any of the provisions of Section 4.02 or (y) an Event of Default or a Potential Event of Default would occur or has occurred and integral multiples is continuing and (II) if the option set forth in clause (B) of $250,000 this Section is not exercised, in excess accordance with the terms of that amount from Loans bearing interest at Section 4.01(c)(ii), in respect of a rate determined by reference to one basis to Loans bearing interest at LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a rate determined by reference to an alternative basis and Base Rate Loan on the final date of the applicable LIBO Rate Interest Period. (ii) upon To convert or continue a Loan under Section 4.01(c)(i), the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Funding Agent no later than 11:00 A.M. a.m. (Boston, Massachusetts New York time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/conversion or continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/converted or continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested LIBO Rate Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, the Borrower may give Administrative the Funding Agent telephonic notice by the required time of any proposed conversion/conversion or continuation by the time required under this subsection 2.2D; PROVIDED that Section 4.01(c)(ii), and such notice shall be promptly confirmed in writing by delivery delivered to the Funding Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written under this Section 4.01(c)(ii) (or telephonic notice of any proposed conversion/continuation under this subsection 2.2Din lieu thereof), Administrative the Funding Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a proposed conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a LIBOR Loan; PROVIDED, HOWEVERprovided, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan or a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, or Borrower shall not have given notice in accordance with this Section 2.2D to continue any LIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have selected an Interest Period of one month with respect to the applicable Loan. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. . (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Acquisition Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis; provided -------- that Loans converted to Eurodollar Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 3,000,000 and integral multiples of $250,000 1,000,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (BostonCharlotte, Massachusetts NC time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Revolving Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts timeEastern Standard Time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans AXELs equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference Base Rate AXELs to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and Eurodollar Rate AXELs or (ii) to convert at any time all or any part of its outstanding AXELs equal to $100,000 and integral multiples of $100,000 in excess of that amount from Eurodollar Rate AXELs to Base Rate AXELs upon the expiration of any Interest Period applicable to a LIBOR LoanEurodollar Rate AXEL, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan Eurodollar Rate AXEL equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a Eurodollar Rate AXEL; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate 45 AXEL may only be converted into a Base Rate AXEL on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanAXEL) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LoanEurodollar Rate AXEL). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR LoanEurodollar Rate AXEL, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LoanEurodollar Rate AXEL, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans AXELs in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan Eurodollar Rate AXEL (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6this Agreement, (i) Borrower shall have the option (a) as of any date to convert at any time all or any part of its outstanding Tranche A Term LoansBase Rate Portion, Tranche B Term Loans if any, into one or more LIBOR Rate Portions; (b) as of the last day of its applicable Interest Period, to convert all or any part of a LIBOR Rate Portion to a Base Rate Portion on such expiration date; or (c) as of the last day of any Interest Period, to continue all or any part of a LIBOR Rate Portion, and, in the case of clauses (b) and (c) of this paragraph, the succeeding Interest Period of such continued LIBOR Rate Portion shall commence on such expiration date; provided, however, no outstanding portion of the Revolving Loans equal to $2,500,000 may be continued as, or be converted into, a LIBOR Rate Portion (x) if the continuation of, or the conversion into such LIBOR Rate Portion, would violate any of the provisions of Section 2.3(G) or (y) if as of such date an Event of Default or Default would occur or has occurred and integral multiples is continuing. Notwithstanding any of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and the foregoing, Borrower may not select the LIBOR Rate Option until ten (10) days after the initial funding hereunder. (ii) upon the expiration of any Interest Period applicable to To convert or continue a LIBOR LoanRate Portion under this Section 2.3(C), Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit 2.3(C) to Administrative Agent Lender no later than 11:00 A.M. 12:00 noon (Boston, Massachusetts Chicago time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan principal portion of the Revolving Loans to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (vc) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingwhether such portion shall be converted and/or continued. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.time

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 4.4, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 100,000 and integral multiples of $250,000 100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from Loans bearing interest at a rate determined by reference Prime Rate Loan to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Rate Loan for a specified Interest Period; (ii) to convert all or any part of its outstanding Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of any Interest Period applicable thereto; or (iii) upon the expiration of any the Interest Period applicable with respect to a any LIBOR LoanRate Loans, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan Loans equal to $2,500,000 100,000 and integral multiples of $250,000 100,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower amount (or in such other amount as Agent shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower permit as shall be deemed to have given evidenced by the continuation of such Loan by Agent) as LIBOR Rate Loans for a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested specified Interest Period, and (vthe succeeding Interest Period(s) in of such continued Loans shall commence on the case expiration date of a conversion tothe Interest Period applicable thereto; provided, however, that, notwithstanding the foregoing, pursuant to Section 4.4(h), no outstanding Loan may be continued as, or a continuation ofbe converted into, a LIBOR Loan, that no Potential Rate Loan when any Event of Default or Unmatured Event of Default has occurred and is continuing. . (b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under Section 4.3(a), Borrower shall deliver to Agent a written Notice of Conversion/ContinuationLIBOR Activity which shall set forth the details of such proposed conversion or continuation, Borrower as the case may give Administrative Agent telephonic notice be, by the required 10:00 A.M., Chicago time of three (3) Business Days prior to, but in any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before event not more than five (5) Business Days prior to, the proposed conversion/continuation date. Upon receipt conversion or continuation by Agent in accordance with this Agreement pursuant to any Notice of written or telephonic notice of any proposed LIBOR Activity, Borrower shall have effected the conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone of Loans hereunder. (c) The officers and employees of Borrower authorized to each Lenderrequest a Loan on behalf of Borrower are also authorized to request a conversion/continuation on behalf of Borrower. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Section 4.3. (d) Each Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) Activity shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject 2.7.1. The Borrower may, upon irrevocable written notice to the provisions Bank in accordance with Subsection 2.7.1 elect, as of subsection 2.6any Business Day, (i) Borrower shall have the option to convert at any time all or any part of its outstanding Tranche A Term the US Prime Rate Loans, Tranche B Term Loans or Revolving Loans equal to in either case in a minimum amount of $2,500,000 250,000 and in integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and thereof, into LIBOR Loans; or (ii) upon elect, as of the expiration last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as specified above: provided, however, that if at any time the aggregate amount of LIBOR Loans in respect of any Interest Period applicable LIBOR Loan is reduced, by payment, prepayment, or conversion of part thereof to a be less than $250,000 such LIBOR LoanLoan shall at the Bank’s election conve1t into US Prime Rate Loans, and on and after such date the right of the Borrower to convert such Loans into LIBOR Loans shall terminate. 2.7.2. Whenever the Borrower elects to convert or continue US Prime Rate Loans or LIBOR Loans under this Section 2.7, the Borrower shall have deliver to the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give Bank a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2DContinuation, signed by an authorized officer or signatory of the Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent (i) no later than 11:00 A.M. a.m. (Boston, Massachusetts timePacific Time) at least one (1) Business Day in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into US Prime Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation fails to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, provide a Notice of Conversion/Continuation for conversion toany LIBOR Loans as provided above, or continuation of, a such LIBOR Loan (or telephonic notice in lieu thereof) Loans shall convert to US Prime Rate Loans on the last day of the Interest Period therefor. 2.7.3. Any Notice of Conversion/Continuation made pursuant to this Section 2.7 shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 100,000 in excess of that amountamount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable thereto unless Company pays on such conversion date all amounts owing to any Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monthLoans. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 11:00 A.M. 12:00 Noon (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone notify each Lender of any Loan subject to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 1,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and Eurodollar Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 1,000,000 and integral multiples of $250,000 1,000,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan amount as a LIBOR Eurodollar Rate Loan; or (iii) subject to the payment of all amounts due under subsection 2.6D, to convert a Eurodollar Rate Loan with an Interest Period of one monthinto a Base Rate Loan at any time. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/conversion or continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 3.3, (i) Borrower the Borrowers shall have the option to convert at any time all or any part of its the outstanding Tranche A Term Post-Petition Revolving Loans, Tranche B Term Loans or Revolving Loans equal to in a minimum amount of $2,500,000 5,000,000 and integral multiples of $250,000 5,000,000 in excess of that amount amount, from Base Rate Loans bearing interest to LIBOR Loans at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and any time; (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower Borrowers shall have the option to convert all or any part of the outstanding Post-Petition Revolving Loans from LIBOR Loans to Base Rate Loans on the expiration of the Interest Period applicable thereto; and (iii) the Borrowers shall have the option, on the expiration of the Interest Period applicable to any outstanding LIBOR Loan, to continue as a LIBOR Loan all or any portion of such LIBOR Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 5,000,000 in excess of that amount, as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon the expiration no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation Default has occurred and is continuing. Any conversion or continuation made with respect to such LIBOR Loan less than the entire outstanding balance of the Post-Petition Revolving Loans must be applied pro rata to the Revolving Loans, according to the outstanding principal balance of each Revolving Loan. (b) Whenever the Borrowers elect to convert or continue Loans under this Section 3.2, the Parent, for itself or as agent for the Borrowers, shall deliver to the Agent a written notice substantially in accordance with this subsection 2.2D, Borrower shall be deemed to have given the form of that attached hereto as Exhibit F (a timely "Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with Conversion/ Continuation"), signed by an Interest Period authorized officer of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Parent (i) no later than 11:00 A.M. a.m. (BostonSan Francisco, Massachusetts California time) at least one two (2) Business Day Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least three no later than 11:00 a.m (San Francisco, California time) four (4) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Continuation pursuant to Administrative this Section 3.2(b), the Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that the Parent should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Base Rate Loans. (c) The officers of the Parent authorized to request Revolving Loans for the Parent or before on behalf of either or both of the proposed conversion/other Borrowers shall also be authorized to request a conversion or continuation datefor the Borrowers. Upon receipt of written or telephonic notice The Agent shall be entitled to rely on such officers' authority until the Agent is notified to the contrary in writing pursuant to Section 2.2(c). The Agent shall have no duty to verify the identity of any proposed conversion/continuation under this subsection 2.2D, Administrative individual representing himself as one of the officers authorized to make such request on behalf of the Parent. The Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any no liability to any Borrower in acting upon any telephonic notice referred to above that Administrative in this Section 3.2, which notice the Agent believes in good faith to have been given by a duly authorized an officer or other person authorized to act make such requests on behalf of Borrower the Borrowers, or for otherwise acting in good faith under this subsection 2.2DSection 3.2 and, upon such conversion or continuation by the Agent and upon the Lenders in accordance with this Agreement, the Borrowers shall have effected the conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a . (d) Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) Loans made pursuant to this Section 3.2 shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, (i) on any Payment Date or ------------ Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term from Base Rate Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Borrower shall have the option Base Rate Loans; and (iii) to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amountLIBOR Loans as LIBOR Loans; PROVIDEDprovided, HOWEVER-------- however, that ifno outstanding Loans may be converted into, upon the expiration or continued as, LIBOR ------- Loans when any Default or Event of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Borrower's Revolving Loans or Term Loans must be applied pro rata to such LIBOR Loan in accordance with Borrower's Revolving Loans or Term Loans, as applicable, according to the outstanding principal balance of such Revolving Loans or Term Loans. (b) Whenever a Borrower elects to convert or continue Loans under this subsection 2.2DSection 2.06, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 11:00 A.M. 10:00 a.m. (Boston, Massachusetts New York time) at least one three (3) Business Day Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Continuation pursuant to this Section 2.06(b), the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative --------------- Agent shall promptly transmit such notice notify the Revolving Lenders or Term Lenders, as applicable, by telefacsimile or telecopy, telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon of the requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any LIBOR Loans in accordance as provided above, such Loans shall, on the last day of the Interest Period with this Agreement pursuant respect to any such telephonic notice Borrower shall have effected a conversion or continuationLoans, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) Loans made pursuant to this Section 2.06 shall be irrevocable on ------------ and after the related Interest Rate Determination Date, and applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 5,000,000 and integral multiples of $250,000 500,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing; PROVIDED however, that during the Delayed Draw Term B Loan Period, Company may only request Tranche B Term Loans be converted to or continued as Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower notice, Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans AXELs or Revolving Loans equal to at least $2,500,000 and integral multiples of $250,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to at least $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan 1,000,000 as a LIBOR Loan with an Interest Period of one monthEurodollar Rate Loan. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of EXECUTION delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6B and 2.6F2.6C, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection SECTION 2.6, (i) Borrower shall have the option (A) to convert at any time all or any part of its the outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and 5,000,000 or a greater integral multiples multiple of $250,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and basis, or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan (together with other Loans) equal to $2,500,000 and 5,000,000 or a greater integral multiples multiple of $250,000 in excess of that amount1,000,000 as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. a.m. (BostonDallas, Massachusetts Texas time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and Type type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, (ivD) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (vE) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSECTION 2.2(d); PROVIDED that THAT such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. . (iii) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DSECTION 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (iv) Except as otherwise provided in subsections 2.6BSECTIONS 2.6(b), 2.6C 2.6(c), and 2.6F2.6(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.. CREDIT AGREEMENT

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower Company shall have the option to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 3 million and integral multiples of $250,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 3 million and integral multiples of $250,000 500,000 in excess of that amountamount as a LIBO Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon (i) a LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), (i) the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis and or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amountas a Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that if, upon a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of any an Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one monththereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 10:00 A.M. (Boston, Massachusetts New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Further, the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice submission by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Borrower of a Notice of Conversion/Continuation to Administrative Agent on or before shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as to the case may be, hereundermatters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B and 2.6F2.6.C, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (ia) The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Base Rate Loans to LIBOR Rate Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) upon to convert all or any part of outstanding LIBOR Rate Loans to Base Rate Loans on the expiration date of any the Interest Period applicable to a such LIBOR Loan, Borrower shall have the option Rate Loans or (iii) to continue as a LIBOR Loan all or any portion part of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon outstanding LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period on the expiration of any the Interest Period applicable to any such outstanding LIBOR Loan, Borrower shall have failed to give a Notice Rate Loans; provided that no Loan may be continued at the end of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period as, or converted into, a LIBOR Rate Loan when any Default or Event of one month. Default has occurred and is continuing if the Required Banks shall have notified the Borrower through the Agent Bank that LIBOR Rate Loans shall not be available during such period. (b) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver a an irrevocable Notice of Conversion/Conversion or Continuation to Administrative the Agent Bank no later than 11:00 A.M. 10:00 A.M., New York City time, (Boston, Massachusetts timei) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Conversion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and Type of the Loan to be converted/converted or continued, (iiiy) the nature whether a conversion or continuation is requested, and if a conversion, into what Type of the proposed conversion/continuation, Loan and (ivz) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Conversion or Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.10, Administrative the Agent Bank shall promptly transmit such notice by telefacsimile or telephone to provide each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by Bank with a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu copy thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.