BORROWING TO ANOTHER
PERMISSIBLE INTEREST PERIOD AND (D) NOT LATER THAN 11:00 A.M., STANDARD TIME,
ONE BUSINESS DAY PRIOR TO CONVERSION OR CONTINUATION, TO CONVERT ANY CANADIAN
PRIME RATE BORROWING TO A B/A BORROWING OR TO CONTINUE ANY B/A BORROWING AS A
B/A BORROWING FOR AN ADDITIONAL CONTRACT PERIOD, SUBJECT IN EACH CASE TO THE
FOLLOWING:
(I) EACH CONVERSION OR CONTINUATION SHALL BE MADE PRO RATA AMONG THE LENDERS IN
ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THE LOANS COMPRISING THE
CONVERTED OR CONTINUED BORROWING;
(II) IF LESS THAN ALL THE OUTSTANDING PRINCIPAL AMOUNT OF ANY BORROWING SHALL BE
CONVERTED OR CONTINUED, THE AGGREGATE PRINCIPAL AMOUNT OF SUCH BORROWING
CONVERTED OR CONTINUED SHALL BE IN AN INTEGRAL MULTIPLE OF U.S.$1,000,000 OR
CDN.$1,000,000, AS THE CASE MAY BE, AND NOT LESS THAN U.S.$10,000,000 OR
CDN.$10,000,000;
(III) EACH CONVERSION SHALL BE EFFECTED BY EACH LENDER AND THE ADMINISTRATIVE
AGENT BY RECORDING THE PARTICULARS THEREOF IN THEIR RESPECTIVE ACCOUNTS
MAINTAINED PURSUANT TO SECTION 2.04, AND NO NEW LOAN SHALL BE CONSIDERED TO HAVE
BEEN MADE AS A RESULT THEREOF; ACCRUED INTEREST ON ANY EURODOLLAR LOAN (OR
PORTION THEREOF) BEING CONVERTED SHALL BE PAID BY THE APPLICABLE BORROWER AT THE
TIME OF THE CONVERSION;
(IV) IF ANY EURODOLLAR BORROWING IS CONVERTED AT A TIME OTHER THAN THE END OF
THE INTEREST PERIOD APPLICABLE THERETO, THE APPLICABLE BORROWER SHALL PAY, UPON
DEMAND, ANY AMOUNTS DUE TO THE LENDERS PURSUANT TO SECTION 2.15;
56
(V) ANY PORTION OF A BORROWING MATURING OR REQUIRED TO BE REPAID IN LESS THAN
ONE MONTH MAY NOT BE CONVERTED INTO OR CONTINUED AS A EURODOLLAR BORROWING OR A
B/A BORROWING;
(VI) ANY PORTION OF A EURODOLLAR BORROWING OR A B/A BORROWING THAT CANNOT BE
CONVERTED INTO OR CONTINUED AS A EURODOLLAR BORROWING OR A B/A BORROWING BY
REASON OF CLAUSE (V) ABOVE SHALL BE AUTOMATICALLY CONVERTED AT THE END OF THE
INTEREST PERIOD OR CONTRACT PERIOD IN EFFECT FOR SUCH BORROWING INTO AN ABR
BORROWING OR A CANADIAN PRIME RATE BORROWING, AS THE CASE MAY BE;
(VII) NO INTEREST PERIOD MAY BE SELECTED FOR ANY EURODOLLAR TERM BORROWING THAT
WOULD END LATER THAN ANY APPLICABLE TERM LOAN REPAYMENT DATE OCCURRING ON OR
AFTER THE FIRST DAY OF SUCH INTEREST PERIOD IF, AFTER GIVING EFFECT TO SUCH
SELECTION, THE AGGREGATE OUTSTANDING AMOUNT OF (A) THE EURODOLLAR TERM
BORROWINGS WITH INTEREST PERIODS ENDING ON OR PRIOR TO SUCH TERM LOAN REPAYMENT
DATE AND (B) THE ABR TERM BORROWINGS WOULD NOT BE AT LEAST EQUAL TO THE
PRINCIPAL AMOUNT OF TERM BORROWINGS TO BE PAID ON SUCH TERM LOAN REPAYMENT DATE;
(VIII) NO B/A BORROWING MAY BE CONVERTED OR CONTINUED OTHER THAN AT THE END OF
THE CONTRACT PERIOD APPLICABLE THERETO; AND
(IX) UPON NOTICE TO THE BORROWERS FROM THE ADMINISTRATIVE AGENT GIVEN AT THE
REQUEST OF THE REQUIRED LENDERS, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF A DEFAULT OR EVENT OF DEFAULT, NO OUTSTANDING LOAN MAY BE CONVERTED INTO, OR
CONTINUED AS, A EURODOLLAR LOAN OR A B/A LOAN.
Each