Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to continue all or any part of its outstanding Fixed Rate Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) in excess thereof 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 (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans only, Tranche A Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at the

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to continue all or any part of its outstanding Fixed Rate Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) in excess thereof 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 (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans only, Tranche A Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans Loans, in respect of Tranche A Canadian Commitments may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, in respect of Tranche A Canadian Commitments, Tranche A Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at thethe applicable Negotiated Rate; (b) Tranche B Domestic Loans may be continued as or converted into Tranche B Domestic Base Rate Loans or Tranche B Domestic Eurodollar Rate Loans only, Tranche B Canadian Loans (other than Canadian/U.S.

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) from and after the earlier to continue occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Borrower that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Fixed Rate Term Loans in an amount or Revolving Loans equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 $5,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) $500,000 in excess thereof of that amount from Loans bearing interest at a rate determined by reference to one basis the Base Rate or Canadian Base Rate to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic the Adjusted Eurodollar Rate Loans onlyor Canadian Eurodollar Rate, Tranche A Canadian Loans as the case may be, or (other than Canadian/U.S. Loansii) denominated in Dollars may be continued as upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or converted into Tranche A a Canadian Eurodollar Rate Loans Loan, as applicable, to continue all or Tranche A any portion of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable; provided, however, that a Eurodollar Rate Loan or a Canadian --------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loans onlyLoan, Canadianas applicable, on the expiration date of an Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/U.S. Loans may be continued as Continuation to Agent no later than 12:00 Noon (New York time) of the proposed conversion date (in the case of a conversion to a Base Rate Loan), at least one Business Day in advance of the proposed conversion date (in the case of a conversion into a Canadian 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 converted into Canadian/U.S. a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian 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, the applicable Borrower may give 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 Agent on or before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that 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 Borrower shall have effected a conversion or Canadian/U.S. Base Rate Loans onlycontinuation, Tranche A Canadian Loans denominated in Canadian Dollars as the case may not be converted but shall at all times be Tranche A Canadian Prime Rate Loansbe, Swing Line Loans may not be converted but shall at all times bear interest hereunder. Except as otherwise provided in subsection 2.2A(visubsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Negotiated after the related Interest Rate Loans may not Determination Date, and the applicable Borrower shall be converted bound to effect a conversion or continued but shall at all times bear interest at thecontinuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) from and after the earlier to continue occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Borrower that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Fixed Rate Term Loans in an amount or Revolving Loans equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 $5,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) $500,000 in excess thereof of that amount from Loans bearing interest at a rate determined by reference to one basis the Base Rate or Canadian Base Rate to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic the Adjusted Eurodollar Rate Loans onlyor Canadian Eurodollar Rate, Tranche A Canadian Loans as the case may be, or (other than Canadian/U.S. Loansii) denominated in Dollars may be continued as upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or converted into Tranche A a Canadian Eurodollar Rate Loans Loan, as applicable, to continue all or Tranche A any portion of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable; provided, however, that a Eurodollar Rate Loan or a Canadian --------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loans onlyLoan, Canadianas applicable, on the expiration date of an Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/U.S. Loans may be continued as Continuation to Agent, at least one Business Day in advance of the proposed conversion date (in the case of a conversion into a Base Rate Loan or converted into Canadiana Canadian Base Rate Loan) and at least three Business Days in advance of the proposed conversion/U.S. continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian 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, the applicable Borrower may give 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 Agent on or before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that 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 Borrower shall have effected a conversion or Canadian/U.S. Base Rate Loans onlycontinuation, Tranche A Canadian Loans denominated in Canadian Dollars as the case may not be converted but shall at all times be Tranche A Canadian Prime Rate Loansbe, Swing Line Loans may not be converted but shall at all times bear interest hereunder. Except as otherwise provided in subsection 2.2A(visubsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Negotiated after the related Interest Rate Loans may not Determination Date, and the applicable Borrower shall be converted bound to effect a conversion or continued but shall at all times bear interest at thecontinuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to continue all or any part of its outstanding Fixed Rate Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) in excess thereof 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 (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans only, Tranche A Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans Loans, in respect of Canadian Commitments may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A in respect of Canadian Commitments, Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at thethe applicable Negotiated Rate; (b) Floating Rate Loans may be converted into Fixed Rate Loans at any time, and, subject to subsection 2.6D, Fixed Rate Loans may be converted or continued at any time; and (c) no Loan may be continued as or converted into a Fixed Rate Loan at any time that an Event of Default has occurred and is continuing. The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York time) at least one Business Day in advance of the proposed conversion date in the case of a conversion to a Floating 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 Fixed Rate Loan. A Notice of Conversion/Continuation shall specify (i) Borrower, (ii) the proposed conversion/continuation date (which shall be a Business Day), (iii) the amount and type of the Loan to be converted/continued, (iv) the nature of the proposed conversion/continuation, (v) in the case of a conversion to, or a continuation of, a Fixed Rate Loan, the requested Interest Period, and (vi) in the case of a conversion to, or a continuation of, a Fixed Rate Loan, that no 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 on or before the proposed conversion/continuation date. 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 a 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 and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Fixed Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and each Borrower submitting any such Notice of Conversion/Continuation shall be bound to effect a conversion or continuation in accordance therewith unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D for failure of a conversion to or continuation of any Fixed Rate Loan to occur on the date specified therefor in the Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) from and after the earlier to continue occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Borrower that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Fixed Rate Term Loans in an amount or Revolving Loans equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 $5,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) $500,000 in excess thereof of that amount from Loans bearing interest at a rate determined by reference to one basis the Base Rate or Canadian Base Rate to Loans bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate or Canadian Eurodollar Rate, as the case may be, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable; provided, however, that a Eurodollar Rate Loan or a Canadian -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loan, as applicable, on the expiration date of an alternative basis Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/Continuation to Agent, at least one Business Day in advance of the proposed conversion date (in the case of a conversion into a Base Rate Loan or a Canadian 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 Eurodollar Rate Loan or a Canadian Eurodollar 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing provided that -------- during the period commencing on and including the First Amendment Effective Date and ending on the earlier of (ai) the three-month anniversary of the First Amendment Effective Date and (ii) the date on which Agent sends notice to Company indicating that Agent's primary syndication with respect to the Tranche A Domestic B Term Loans and Working Capital Revolving Loans has been concluded, no Tranche B Term Loan or Working Capital Revolving Loan may be made or continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic a Eurodollar Rate Loan having an Interest Period of longer than one month. In lieu of delivering the above-described Notice of Conversion/Continuation, the applicable Borrower may give 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 Agent on or before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that 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 onlyin accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, Tranche A Canadian Loans (other than Canadianas the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/U.S. Loans) denominated in Dollars may be continued as Continuation for conversion to, or converted into Tranche A continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loans Loan (or Tranche A Canadian Base telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Loans onlyDetermination Date, Canadian/U.S. Loans may and the applicable Borrower shall be continued as bound to effect a conversion or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A Canadian Loans denominated continuation in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at theaccordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to continue all or any part of its outstanding Fixed Rate Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples of U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Tranche A Canadian Loans) in excess thereof 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 (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans only, Tranche A Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans Loans, in respect of Canadian Commitments may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A in respect of Canadian Commitments, Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at thethe applicable Negotiated Rate; (b) Floating Rate Loans may be converted into Fixed Rate Loans at any time, and, subject to subsection 2.6D, Fixed Rate Loans may be converted or continued at any time; and (c) no Loan may be continued as or converted into a Fixed Rate Loan at any time that an Event of Default has occurred and is continuing. The applicable Borrower shall deliver a Notice of Conversion/Continuation to the applicable Administrative Agent no later than 1:00 p.m. (New York time) at least one (1) Business Day in advance of the proposed conversion date in the case of a conversion to a Floating 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 Fixed Rate Loan. A Notice of Conversion/Continuation shall specify (i) Borrower, (ii) the proposed conversion/continuation date (which shall be a Business Day), (iii) the amount and type of the Loan to be converted/continued, (iv) the nature of the proposed conversion/continuation, (v) in the case of a conversion to, or a continuation of, a Fixed Rate Loan, the requested Interest Period, and (vi) in the case of a conversion to, or a continuation of, a Fixed Rate Loan, that no Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the applicable Borrower may give the applicable 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 the applicable Administrative Agent on or before the proposed conversion/continuation date. No Administrative Agent or any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that the applicable Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a 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 and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Fixed Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and each Borrower submitting any such Notice of Conversion/Continuation shall be bound to effect a conversion or continuation in accordance therewith unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D for failure of a conversion to or continuation of any Fixed Rate Loan to occur on the date specified therefor in the Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. (a) Subject to the terms, conditions and provisions of subsection 2.6Section 2.08 and Section 2.09 hereof, each Borrower the Co-Borrowers shall have the option (i1) to convert at any time all or any part of outstanding Loans which, in the aggregate, equal US$250,000.00 or an integral multiple of US$1,000.00 in excess of that amount from Prime Rate Loans to Eurodollar Rate Loans; or (2) to convert at any time all or any part of the outstanding Loans which, in the aggregate, equal US$250,000.00 or an integral multiple of US$1,000.00 in excess of that amount from Eurodollar Rate Loans to Prime Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (3) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of its outstanding Fixed such Loans equal to US$250,000.00 or an integral multiple of US$1,000.00 in excess of that amount as Eurodollar Rate Loans in an amount equal of the same type, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; provided, however, that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, by giving a Notice of Conversion/Continuation, the Canadian Borrower may, subject again to U.S./Cdn.$10,000,000 the terms, conditions and integral multiples thereof or provisions of Sections 2.08 and 2.09 hereof, elect from time to time (iiA) to convert all such Canadian Borrower's Prime Rate Loans or any part Eurodollar Loans (on the maturity thereof) to Canadian Bankers Acceptances or (B) to convert such Canadian Borrower's Canadian Bankers Acceptances (on the maturity thereof) to Prime Rate Loans or Eurodollar Rate Loans; provided that a Canadian Bankers Acceptance may be converted only on the last day of its term. By giving a Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding Loans Canadian Bankers Acceptances for an additional term. (b) In the event the Co-Borrowers shall elect to convert or continue a Loan under this Section 2.04(iii), the Co-Borrowers (or for a Canadian Loan, the Canadian Borrower) shall deliver a Notice of Conversion/Continuation to the Agent no later than 10:00 A.M. (Philadelphia, Pennsylvania time) (1) at least one (1) Business Day in an amount equal to U.S./Cdn.$10,000,000 and integral multiples advance of U.S.$10,000,000 (the proposed conversion date in the case of Domestic Loansa conversion to a Prime Rate Loan, (2) at least two (2) Business Days in advance of a proposed conversion or U.S./Cdn.$1,000,000 continuation/rollover into or, of Canadian Bankers Acceptances and (3) at least three (3) Business Days in advance of the proposed conversion/continuation date in the case of Tranche a conversion to, or a continuation of a Eurodollar Rate Loan. A Canadian LoansNotice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the amount of the Loan to be converted/continued, (C) the nature of the proposed conversion/continuation and (D) in excess thereof from Loans bearing interest at the case of a rate determined by reference to one basis to Loans bearing interest at conversion to, or continuation of, a rate determined by reference to an alternative basis provided (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans onlyLoan, Tranche A Canadian Loans the requested Eurodollar Interest Period. In lieu of delivering the abovedescribed Notice of Conversion/Continuation, the Co-Borrowers may give the Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 2.04(iii); provided, however, that such notice shall be confirmed in writing by delivery to the Agent promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. Promptly after receipt of a Notice of Conversion/ Continuation under this Section 2.04(iii) (or telephonic notice in lieu thereof), the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. In the event the Co-Borrowers fail to provide the Agent with the requisite Notice of Conversion/Continuation for a conversion to, or a continuation of, a Loan, said affected Loan shall automatically continue as, or convert to, a Prime Rate Loan. (c) Any Co-Borrower (other than Canadian/the Canadian Borrower) may convert Revolving Credit Loans outstanding in U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate to Revolving Credit Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A Canadian Loans denominated in Canadian Dollars may not and vice versa by repaying such Loans in the first currency and borrowing Loans in such different currency. If the Canadian Borrower shall fail to timely give a Notice of Conversion/Continuation in respect of outstanding and maturing Canadian Bankers Acceptances, such Canadian Borrower shall be converted but shall at all times deemed to have given a Notice of Conversion/Continuation such that it will be Tranche A Canadian deemed to have requested a Prime Rate LoansLoan to repay such maturing Canadian Bankers Acceptances. (d) Any Notice of Conversion/Continuation for conversion to, Swing Line Loans may not or continuation of, a Loan (or telephonic notice in lieu thereof) shall be converted but irrevocable and the Co-Borrowers shall at all times bear interest as provided be bound to convert or continue in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at theaccordance therewith.

Conversion or Continuation. (a) Subject to the terms, conditions and provisions of subsection 2.6SECTION 2.10 and SECTION 2.11 hereof, each Borrower the Borrowers shall have the option (i1) to convert at any time all or any part of outstanding Loans which, in the aggregate, equal US$100,000.00 or an integral multiple of US$50,000.00 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; or (2) to convert at any time all or any part of the outstanding Loans which, in the aggregate, equal US$100,000.00 or an integral multiple of US$50,000.00 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (3) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of its such Loans equal to US$100,000.00 or an integral multiple of US$50,000.00 in excess of that amount as Eurodollar Rate Loans of the same type, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; PROVIDED, HOWEVER, that no outstanding Fixed Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, by giving a Notice of Conversion/Continuation, the Canadian Borrower may, subject again to the terms, conditions and provisions of SECTIONS 2.10 and 2.11 hereof, elect from time to time (A) to convert the Canadian Borrower's Base Rate Loans to Canadian Bankers Acceptances, (B) to convert the Canadian Borrower's Base Rate Loans to Eurodollar Rate Loans in an amount equal to U.S./Cdn.$10,000,000 and integral multiples thereof the event that such Base Rate Loans are denominated in US Dollars or (iiC) to convert all or any part the Canadian Borrower's Canadian Bankers Acceptances (on the maturity thereof) to Base Rate Loans; PROVIDED THAT a Canadian Bankers Acceptance may be converted only on the last day of its term. By giving a Notice of Continuation, the Canadian Borrower may renew any of the Canadian Borrower's outstanding Loans in Canadian Bankers Acceptances for an amount equal additional term. (b) In the event the Borrowers shall elect to U.S./Cdn.$10,000,000 and integral multiples convert or continue a Loan under this SECTION 2.05(iii), the Borrowers (or for a Canadian Revolving Credit Loan, the Canadian Borrower) shall deliver a Notice of U.S.$10,000,000 Conversion/Continuation to the Administrative Agent (and, in the case of Domestic Loansthe Canadian Borrower, to the Canadian Collateral Agent as well) or U.S./Cdn.$1,000,000 no later than 10:00 A.M. (Cranford, New Jersey time) (1) at least one (1) Business Day in advance of the proposed conversion date in the case of Tranche a conversion to a Base Rate Loan, (2) at least two (2) Business Days in advance of a proposed conversion or continuation/rollover into or, of Canadian Bankers Acceptances and (3) 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 Eurodollar Rate Loan. A Canadian LoansNotice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the amount of the Loan to be converted/continued, (C) the nature of the proposed conversion/continuation, (D) in excess thereof from Loans bearing interest at the case of a rate determined conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period and (E) in the case of a conversion to, or continuation of, a Canadian Bankers Acceptance, the requested term of such Canadian Bankers Acceptance. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrowers may give the applicable Agent telephonic notice of any proposed conversion/continuation by reference the time required under this SECTION 2.05(iii); PROVIDED, HOWEVER, that such notice shall be confirmed in writing by delivery to one basis such Agent promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. Promptly after receipt of a Notice of Conversion/ Continuation under this SECTION 2.05(iii) (or telephonic notice in lieu thereof), such Agent shall notify the applicable Lenders by telex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. In the event the Borrowers fail to Loans bearing interest at provide the applicable Agent with the requisite Notice of Conversion/Continuation for a rate determined by reference to an alternative basis provided (a) Tranche A Domestic Loans may be continued as conversion to, or converted into Tranche A Domestic a continuation of, a Loan, said affected Loan shall automatically continue as, or convert to, a Base Rate Loans Loan. (c) Any Notice of Conversion/Continuation for conversion to, or Tranche A Domestic Eurodollar Rate Loans onlycontinuation of, Tranche A Canadian Loans a Loan (other than Canadian/U.S. Loansor telephonic notice in lieu thereof) denominated shall be irrevocable and the Borrowers shall be bound to convert or continue in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Tranche A Canadian Prime Rate Loans, Swing Line Loans may not be converted but shall at all times bear interest as provided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at theaccordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07 and Section 2.08 hereof, each Borrower the Co-Borrowers shall have the option (i1) to convert at any time all or any part of outstanding Loans which, in the aggregate, equal US$100,000.00 or an integral multiple of US$1,000.00 in excess of that amount from Prime Rate Loans to Eurodollar Rate Loans; or (2) to convert at any time all or any part of the outstanding Loans which, in the aggregate, equal US$100,000.00 or an integral multiple of US$1,000.00 in excess of that amount from Eurodollar Rate Loans to Prime Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (3) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of its outstanding Fixed such Loans equal to US$100,000.00 or an integral multiple of US$1,000.00 in excess of that amount as Eurodollar Rate Loans in an amount equal of the same type, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; provided, however, that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, by giving a Notice of Conversion/Continuation, the Canadian Borrower may, subject again to U.S./Cdn.$10,000,000 Sections 2.07 and integral multiples thereof or 2.08 hereof, elect from time to time (iiA) to convert all such Borrower's Canadian Prime Rate or any part Eurodollar Loans (on the maturity thereof) to Canadian Bankers Acceptances or (B) to convert such Borrower's Canadian Bankers Acceptances (on the maturity thereof) to Canadian Prime Rate or Eurodollar Loans; provided that a Canadian Bankers Acceptance may be converted only on the last day of its term. By giving a Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding Loans Canadian Bankers Acceptances for an additional term. (b) In the event the Co-Borrowers shall elect to convert or continue a Loan under this Section 2.03(iii), the Co-Borrowers (or for a Canadian Loan, the Canadian Borrower) shall deliver a Notice of Conversion/Continuation to the Agent no later than 10:00 A.M. (Philadelphia, Pennsylvania time) (1) at least one (1) Business Day in an amount equal to U.S./Cdn.$10,000,000 and integral multiples advance of U.S.$10,000,000 (the proposed conversion date in the case of Domestic Loansa conversion to a Prime Rate Loan, (2) at least two (2) Business Days in advance of a proposed conversion or U.S./Cdn.$1,000,000 continuation/rollover into or, of Canadian Bankers Acceptances and (3) at least three (3) Business Days in advance of the proposed conversion/continuation date in the case of Tranche a conversion to, or a continuation of a Eurodollar Rate Loan. A Canadian LoansNotice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the amount of the Loan to be converted/continued, (C) the nature of the proposed conversion/continuation and (D) in excess thereof from Loans bearing interest at the case of a rate determined by reference to one basis to Loans bearing interest at conversion to, or continuation of, a rate determined by reference to an alternative basis provided (a) Tranche A Domestic Loans may be continued as or converted into Tranche A Domestic Base Rate Loans or Tranche A Domestic Eurodollar Rate Loans onlyLoan, Tranche A Canadian Loans the requested Eurodollar Interest Period. In lieu of delivering the above-described Notice of Conversion/Continuation, the Co-Borrowers may give the Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 2.03(iii); provided, however, that such notice shall be confirmed in writing by delivery to the Agent promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. Promptly after receipt of a Notice of Conversion/ Continuation under this Section 2.03(iii) (or telephonic notice in lieu thereof), the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. In the event the Co-Borrowers fail to provide the Agent with the requisite Notice of Conversion/Continuation for a conversion to, or a continuation of, a Loan, said affected Loan shall automatically continue as, or convert to, a Prime Rate Loan. (c) Any Co-Borrower (other than Canadian/the Canadian Borrower) may convert Revolving Credit Loans outstanding in U.S. Loans) denominated in Dollars may be continued as or converted into Tranche A Canadian Eurodollar Rate to Revolving Credit Loans or Tranche A Canadian Base Rate Loans only, Canadian/U.S. Loans may be continued as or converted into Canadian/U.S. Eurodollar Rate Loans or Canadian/U.S. Base Rate Loans only, Tranche A Canadian Loans denominated in Canadian Dollars may not and vice versa by repaying such Loans in the first currency and borrowing Loans in such different currency. If the Canadian Borrower shall fail to timely give a Notice of Conversion/Continuation in respect of outstanding and maturing Canadian Bankers Acceptances, such Canadian Borrower shall be converted but shall at all times deemed to have given a Notice of Conversion/Continuation such that it will be Tranche A Canadian deemed to have requested a Prime Rate LoansLoan to repay such maturing Canadian Bankers Acceptances. (d) Any Notice of Conversion/Continuation for conversion to, Swing Line Loans may not or continuation of, a Loan (or telephonic notice in lieu thereof) shall be converted but irrevocable and the Co-Borrowers shall at all times bear interest as provided be bound to convert or continue in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at theaccordance therewith.