#​ may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two Business Days’ prior irrevocable notice of such election (given before 10:00 A.M., New York City time, on the date on which such notice is required), provided that any such conversion of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto. ​ may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple thereof, and # any such conversion may only be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.

#[[with respect to # proposed Revolving Credit Loans that [[Company:Organization]] may elect from time to time to converthas requested be made as Eurodollar Loans, # Eurodollar Loans tothat will result from the requested conversion of Alternate Base Rate Loans by givinginto Eurodollar Loans or # the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent at least two Business Days’ prior irrevocableshall forthwith give facsimile or telephonic notice of such election (given before 10:00 A.M., New York City time, ondetermination to ​ and ​ at least one day prior to, as the case may be, the requested Borrowing Date for such Eurodollar Loans, the conversion date on whichof such Loans or the last day of such Interest Period. If such notice is required), provided thatgiven # any such conversion ofrequested Eurodollar Loans shall, subjectshall be made as Alternate Base Rate Loans, # any Alternate Base Rate Loans that were to the fourth following sentence, onlyhave been converted to Eurodollar Loans shall be madecontinued as Alternate Base Rate Loans and # any outstanding Eurodollar Loans shall be converted, on the last day of anthe then current Interest Period with respect thereto.thereto, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made, nor shall ​ may elect from time to timehave the right to convert Alternate Base Rate Loans to Eurodollar Loans by giving theLoans. The Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on whichshall withdraw such notice is required). Upon receipt ofupon its determination that the event or events which gave rise to such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, #notice no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple thereof, and # any such conversion may only be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.longer exist.

#[[Company:The [[Organization A:Organization]] maymay, subject to Section 3.04 and Section 3.05, elect from time to time to convertConvert all or any portion of the Loan to a Loan of another Type; provided that # with respect to any such Conversion of all or any portion of any Eurodollar LoansRate Loan to Alternatea Base Rate Loans by givingLoan, the Agent[[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 am (New York time) at least twoone (1) Business Days’Day prior irrevocable noticeto the date of such election (given before 10:proposed Conversion; # in the event of any Conversion of all or any portion of a Eurodollar Rate Loan into a Base Rate Loan prior to the last day of the Interest Period relating to that Eurodollar Rate Loan, the [[Organization A:Organization]] shall indemnify the [[Organization B:Organization]] in respect of such Conversion in accordance with [Section 3.08]; # with respect to any such Conversion of all or any portion of a Base Rate Loan to a Eurodollar Rate Loan, the [[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 A.M., Newam (New York City time, ontime) at least three (3) Business Days prior to the date of such election; and # no Loan may be Converted into a Eurodollar Rate Loan when any Default has occurred and is continuing. On the date on which such noticeConversion is required), provided that any such conversion of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto.being made, [[Company:Organization B:Organization]] may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such actionaction, if any, as is necessaryit deems desirable to transfer its portion of such Revolving Credit Loansthe Loan to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loansof any Type may be convertedConverted as specified herein; provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, #that partial conversionsConversions shall be in an aggregate principal amount of $5,$10,000,000 or any larger integral multiple of $1,000,000. Each Interest Rate Notice relating to the Conversion of all or any portion of any Base Rate Loan to a whole multiple thereof, and # any such conversion may onlyEurodollar Rate Loan shall be made if, after giving effect thereto, [subsection 2.7(c)irrevocable by [[Organization A:Organization]] shall not have been contravened..

#[[Company:Optional Conversion. The [[Organization A:Organization]] may elect from timemay, on any Business Day, upon notice given to timethe Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to convert Eurodollarthe date of the proposed Conversion and subject to the provisions of [Sections 2.09 and 2.12]2], Convert all or any portion of the outstanding Loans to Alternateof one Type comprising part of the same Borrowing into Loans of the other Type; provided that # any Conversion of Base Rate Loans by givinginto Eurodollar Rate Loans shall be in an amount not less than the Agent at least two Business Days’ prior irrevocable noticeminimum amount specified in [Section 2.10(c) and (ii)])] in the case of such election (given before 10:00 A.M., New York City time, on the date on which such notice is required), provided that any such conversionConversion of a Eurodollar Loans shall, subject to the fourth following sentence, only be madeRate Loan into a Base Rate Loan on a day other than the last day of an Interest Period withtherefor, the [[Organization A:Organization]] shall reimburse the Lenders in respect thereto. ​ may elect from timethereof pursuant to time to convert Alternate Base Rate[Section 8.04(c)]. Each such notice of a Conversion shall, within the restrictions specified above, specify # the date of such Conversion, # the Loans to be Converted, and # if such Conversion is into Eurodollar Loans by givingRate Loans, the Agent at least three Working Days’ prior irrevocableduration of the initial Interest Period for each Loans. Each notice of such election (given before 11:30 A.M., New York City time,Conversion shall be irrevocable and binding on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required [[Banks:Organization A:Organization]] otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple thereof, and # any such conversion may only be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened..

#​ may electNotice of Borrowing. Each Borrowing, each conversion of Loans from timeone Type to time to convertthe other, and each continuation of Eurodollar Loans to Alternate Base Rate Loans by givingshall be made upon the Agent at least two Business Days’ prior​’s irrevocable notice ofto the [[Administrative Agent:Organization]], which may be given by telephone. Each such election (given beforenotice must be received by the [[Administrative Agent:Organization]] not later than 10:00 A.M., New York City time, ona.m. (i) three (3) Business Days prior to the requested date on which such notice is required), provided thatof any suchBorrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans shall, subject to the fourth following sentence, only be madeBase Rate Loans, and # on the last dayrequested date of any Borrowing of Base Rate Loans; provided, however, that if the ​ wishes to request Eurodollar Rate Loans having an Interest Period with respect thereto.other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the [[Company:Administrative Agent:Organization]] may elect from timenot later than 11:00 a.m. four (4) Business Days prior to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable noticerequested date of such election (given before 11:30 A.M., New York City time, onBorrowing, conversion or continuation, whereupon the date on which such[[Administrative Agent:Organization]] shall give prompt notice is required). Upon receiptto the Appropriate ​ of such notice,request and determine whether the Agent shall promptly notify each Bank thereof. Promptly followingrequested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit LoansBorrowing, conversion or continuation, the [[Administrative Agent:Organization]] shall notify the ​ (which notice may be by telephone) whether or not the requested Interest Period has been consented to its Domestic Lending Officeby all the ​. Each telephonic notice by the ​ pursuant to this [Section 2.02(a)] must be confirmed promptly by delivery to the [[Administrative Agent:Organization]] of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the ​. Each Borrowing of, conversion to or itscontinuation of Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregatea principal amount of $5,000,000 or a whole multiple thereof,of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Except as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify # whether the ​ is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Loans to be borrowed, converted or continued, # the Type of Loans to be borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the ​ fails to specify a Type of Loan in a Loan Notice or if the ​ fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the ​ requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such conversionLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may onlynot be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.converted to a Eurodollar Rate Loan.

#​ may elect from time to time to convertAny Eurodollar Loans to Alternate Base Rate Loans by givingmay be continued as such upon the Agent at least two Business Days’ prior irrevocable notice of such election (given before 10:00 A.M., New York City time, on the date on which such notice is required), provided that any such conversion of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last dayexpiration of an Interest Period with respect thereto.thereto by compliance by ​ may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by givingwith the Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein,provisions contained in [subsection 2.7(a)]; provided that, unless the Required ​ otherwise agree, # no Revolving CreditEurodollar Loan may be converted into a Eurodollar Loancontinued as such when any Event of Default has occurred and is continuing, # partial conversionsbut shall be inautomatically converted to an aggregate principal amountAlternate Base Rate Loan on the last day of $5,000,000 or a whole multiple thereof, and # anythe then current Interest Period with respect thereto. The Agent shall notify ​ promptly that such automatic conversion may only be made if, after giving effect thereto,contemplated by this [subsection 2.7(c)b)] shall not have been contravened.will occur.

#[[Company:Organization]Optional. Each Borrower may on any Business Day, upon notice given to the [[Person A:Person]] may elect from timenot later than 12:00 noon (New York City time) on # the third (or the fourth, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency) Business Day prior to timethe date of the proposed Conversion into, or continuation of, Eurocurrency Rate Loans and # the first Business Day prior to convert Eurodollarthe date of the proposed Conversion into Base Rate Loans, and, in each case, subject to the provisions of [Section 3.05], # Convert all or any portion of the Revolving Loans to Alternateof one Type denominated in Dollars comprising the same Revolving Loan Borrowing into Revolving Loans of the other Type denominated in Dollars or # continue any outstanding Revolving Loan without changing its Type; provided, however, that any Conversion of Eurocurrency Rate Loans denominated in Dollars into Base Rate Loans by giving the Agent at least two Business Days’ prior irrevocable notice of such election (given before 10:00 A.M., New York City time, on the date on which such notice is required), provided that any such conversion of Eurodollar Loans shall, subject to the fourth following sentence, onlyshall be made only on the last day of an Interest Period with respect thereto. ​ may elect from time to time to convert Alternatefor such Eurocurrency Rate Loans and any Conversion of Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Baseinto Eurocurrency Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversionsdenominated in Dollars shall be in an aggregate principal amount not less than the minimum amount specified in [Section 3.01(b)]. Each such notice of $5,000,000Conversion or a whole multiple thereof,continuation shall, within the restrictions specified above, specify # the date of such Conversion or continuation, # the Revolving Loans to be Converted or continued and # anyif such conversion may onlyConversion is into Eurocurrency Rate Loans or in the case of a continuation of Eurocurrency Rate Loans, the duration of the Interest Period for such Revolving Loans. Each notice of Conversion or continuation shall be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.irrevocable and binding on the Borrowers.

#​ may elect from timeNotwithstanding any other provisions herein, if after the date hereof the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Bank to time to convertmake or maintain Eurodollar Loans to Alternate Base Rate Loansas contemplated by givingthis Agreement, # the Agent at least two Business Days’ prior irrevocable noticeBank shall, within 30 Working Days after it becomes aware of such election (given before 10:00 A.M.fact, notify ​, New York City time, onthrough the date on whichAgent, of such notice is required), provided that anyfact, # the commitment of such conversion ofBank hereunder to make Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto. ​ may elect from time to time toor convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable notice ofshall forthwith be cancelled and # such election (given before 11:30 A.M., New York City time,Bank’s Revolving Credit Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Alternate Base Rate Loans on the date on whichrespective last days of the then current Interest Periods for such notice is required). Upon receipt ofRevolving Credit Loans or within such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made eachearlier period as required by law. Each Bank shall take such action as is necessarymay be reasonably available to transfer its portion of such Revolving Credit Loans to its Domestic Lending Officeit without material legal or financial disadvantage (including changing its Eurodollar Lending Office, asOffice) to prevent the case may be. Alladoption of or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall bechange in an aggregate principal amount of $5,000,000 or a whole multiple thereof, and # any such conversion may only be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.Requirement of Law from becoming applicable to it.

#​(i) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans, in each case denominated in Dollars, shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may elect from timebe given by telephone. Each such notice must be received by the applicable Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to timethe requested date of any Borrowing of, conversion to convertor continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Alternate Base Rate Loans by giving the Agent at least two Business Days’ prior irrevocable notice of such election (given before 10:00 A.M., New York City time,denominated in Dollars and # on the requested date on which such notice is required), provided thatof any such conversionBorrowing of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto. ​ may elect from time to time to convert Alternate Base Rate Loans denominated in Dollars. Each telephonic notice by a Borrower pursuant to Eurodollar Loansthis [Section 2.02(a)(i)] must be confirmed promptly by givingdelivery to the applicable Administrative Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, ona written Loan Notice, appropriately completed and signed by a Borrowing Officer of the date on which such notice is required). Upon receiptapplicable Borrower. Each Borrowing of, conversion to or continuation of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregatea principal amount of $5,$2,000,000 or a whole multiple thereof,of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and # any such2.04(c), each Borrowing of or conversion may onlyto Base Rate Loans denominated in Dollars shall be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof.

#​ may electEach Borrowing, each conversion of Loans from timeone Type to time to convertthe other, and each continuation of Eurodollar Loans to Alternate Base Rate Loans by givingshall be made upon the Agent at least two Business Days’ priorBorrower’s irrevocable notice of such election (given before 10:00 A.M., New York City time, onto the date onAdministrative Agent, which such notice is required),may be given by # telephone, or # a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto. ​ may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by givingBase Rate Loans, and # on the Agentrequested date of any Borrowing of Base Rate Loans; provided that the Loan Notice relating to the funding of the portion of the Term Loan on the Delayed Draw Funding Date must be received at least three Working Days’one (1) Business Day prior irrevocable noticeto the Delayed Draw Funding Date. Each Borrowing of, conversion to or continuation of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregatea principal amount of $5,000,000 or a whole multiple thereof,of $1,000,000 in excess thereof. Except as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify # whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Loans to be borrowed, converted or continued, # the Type of Loans to be borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such conversion may onlyLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made if, after giving effect thereto, [subsection 2.7(c)]as Base Rate Loans unless the Administrative Agent shall not have been contravened.received an appropriate funding indemnity letter executed by the Borrower and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date.