Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) from and after the earlier to 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 Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to 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 Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/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 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 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate 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. (a) Subject to the provisions of subsection 2.6Section 2.07 and Section 2.08 hereof, Borrower the Co-Borrowers shall have the option (i1) from and after the earlier to 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 Term Loans which, in the aggregate, equal US$100,000.00 or Revolving Loans equal to $5,000,000 and an integral multiples multiple of $500,000 US$1,000.00 in excess of that amount from Prime Rate Loans bearing interest at a rate determined by reference to 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, Loans; or (ii2) 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 Loan or a Canadian Eurodollar Rate Loan, as applicableLoans, to continue all or any portion of such Loan Loans equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $500,000 US$1,000.00 in excess of that amount as a Eurodollar Rate Loan or a Canadian Loans of the same type, and the succeeding Eurodollar Rate Loan, as applicableInterest 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 Sections 2.07 and 2.08 hereof, elect from time to time (A) to convert such Borrower's Canadian Prime Rate or 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 --------- ------- Eurodollar Rate Loan Bankers Acceptance may only be converted into only on the last day of its term. By giving a Base Rate Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding 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 Base Rate Loan, as applicable, on the expiration date of an Interest Period applicable thereto. The applicable Borrower Canadian Borrower) shall deliver a Notice of Conversion/Continuation to the Agent no later than 12:00 Noon 10:00 A.M. (New York Philadelphia, Pennsylvania time) of the proposed conversion date (in the case of a conversion to a Base Rate Loan), 1) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion into to a Canadian Base Prime 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, of a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/ 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, continuation and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Eurodollar 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 Co-Borrowers may give the Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this subsection 2.2DSection 2.03(iii); provided provided, however, that such notice shall be promptly 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 to under this Section 2.03(iii) (or telephonic notice in lieu thereof), the Agent on shall notify each Lender by telex, telecopy, telegram, telephone or before 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 dateof, a Loan, said affected Loan shall automatically continue as, or convert to, a Prime Rate Loan. (c) Any Co-Borrower (other than the Canadian Borrower) may convert Revolving Credit Loans outstanding in U.S. Dollars to Revolving Credit Loans in Canadian Dollars and vice versa by repaying such Loans in the first currency and borrowing Loans in such different currency. Neither Agent nor any Lender If the Canadian Borrower shall incur any liability fail to any timely give a Notice of Conversion/Continuation in respect of outstanding and maturing Canadian Bankers Acceptances, such Canadian Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith shall be deemed to have been given by a duly authorized officer or other person authorized Notice of Conversion/Continuation such that it will be deemed to act on behalf of have requested a Prime Rate Loan to repay 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 2.6G, a maturing Canadian Bankers Acceptances. (d) Any 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 after the related Interest Rate Determination Date, and the applicable Borrower Co-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, Borrower shall have the option (i) from and after the earlier to 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 Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to 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 Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/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)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/ 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 continuingcontinuing provided that -------- during the period commencing on and including the First Amendment Effective Date and ending on the earlier of (i) 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 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 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/ 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 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate 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 2.6, Borrower the Company shall have the option (i) from and after the earlier to 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 Term Loans or Revolving Loans (other than Swing Line Loans) equal to $5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to the Base Rate or Canadian Base Rate one basis to Loans bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate or Canadian Eurodollar Rate, as the case may be, an alternative basis 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 1,000,000 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 Interest Period applicable thereto. Wolverine Canada shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $5,000,000 and integral multiples of $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 or (ii) upon the expiration of any Interest Period applicable to a Canadian Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Canadian Rate Loan; provided, however, that a Canadian Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided further that, Wolverine Canada may convert or continue Loans in other amounts and on other days with the prior written consent of the Canadian Lender. The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent (and, with respect to a Canadian Loan, the Canadian Lender) no later than 12:00 Noon 11:00 A.M. (New York City 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 to 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/ 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 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate 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.Event

Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) from and after the earlier to 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 continue all or any part of its outstanding Term Fixed Rate Loans or Revolving Loans in an amount equal to $5,000,000 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 $500,000 U.S.$10,000,000 (in the case of Domestic Loans) or U.S./Cdn.$1,000,000 (in the case of Canadian Loans) in excess of that amount thereof from Loans bearing interest at a rate determined by reference to the Base Rate or Canadian Base Rate one basis to Loans bearing interest at a rate determined by reference to the Adjusted an alternative basis provided (a) Domestic Loans may be continued as or converted into Domestic Base Rate Loans or Domestic Eurodollar Rate Loans only, Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as 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 converted into Canadian Eurodollar Rate LoanLoans or Canadian Base Rate Loans only, Canadian/U.S. Loans, in respect of Canadian Commitments may be continued 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 converted into Canadian/U.S. Eurodollar Rate Loan Loans or a Canadian/U.S. Base Rate Loans only, in respect of Canadian Eurodollar Commitments, Canadian Loans denominated in Canadian Dollars may not be converted but shall at all times be Canadian Prime Rate LoanLoans, Swing Line Loans may not be converted but shall at all times bear interest as applicableprovided in subsection 2.2A(vi) and Negotiated Rate Loans may not be converted or continued but shall at all times bear interest at the applicable Negotiated Rate; provided, however, that a Eurodollar (b) Floating Rate Loan or a Canadian --------- ------- Eurodollar Rate Loan Loans may only 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 Base Fixed Rate Loan or a Canadian Base Rate Loan, as applicable, on the expiration date at any time that an Event of an Interest Period applicable theretoDefault has occurred and is continuing. The applicable Borrower shall deliver a Notice of Conversion/Continuation to the applicable Administrative Agent no later than 12:00 Noon 1:00 p.m. (New York time) of the proposed conversion date (in the case of a conversion to a Base Rate Loan), at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion into to a Canadian Base Floating 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 Eurodollar Rate Loan or a Canadian Eurodollar Fixed Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (i) Borrower, (ii) the proposed conversion/ conversion/continuation date (which shall be a Business Day), (iiiii) the amount and type of the Loan to be converted/continued, (iiiiv) 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 Fixed Rate Loan Loan, the requested Interest Period, and (vi) in the case of a conversion to, or a Canadian Eurodollar continuation of, a Fixed 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 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/ Conversion/Continuation to the applicable Administrative Agent on or before the proposed conversion/continuation date. Neither No Administrative Agent nor 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 such 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 Eurodollar Rate Loan or a Canadian Eurodollar Fixed Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable each Borrower submitting any such Notice of Conversion/Continuation shall be bound to effect a conversion or continuation in accordance therewiththerewith 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, Borrower shall have the option (i) from and after the earlier to 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 Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to 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 Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/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)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/ 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/ 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 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate 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 Section 2A.4 in respect of the provisions of subsection 2.6Canadian Revolving Facility, Canadian Borrower shall have the option may elect (i) from and after the earlier on any Business Day to occur of (a) the date which is 90 days after the Closing Date convert Canadian Prime Rate Loans or any portion thereof to B/A Loans and (bii) at the date on which Agent notifies Borrower that the primary syndication end of the Commitments and the Loans has been completedany Contract Period with respect thereto, to convert at any time all or any part of its outstanding Term B/A Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to 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 thereof into Canadian Prime Rate Loans or continue such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan B/A Loans or a Canadian Eurodollar Rate Loan, as applicableany portion thereof for an additional Contract Period; provided, however, that a Eurodollar the aggregate face amount of the B/A Loans for each Contract Period therefor must be in an aggregate principal amount of Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in excess thereto. Subject to Section 2A.4, in respect of the Term C Facility, Canadian Borrower may elect (i) on any Business Day to convert Canadian Prime Rate Loan Loans or a Canadian --------- ------- Eurodollar any portion thereof to B/A Discount Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loan, as applicable, on Loans and (ii) at the expiration date end of an any Interest Period applicable with respect thereto, to convert B/A Discount Rate Loans or any portion thereof into Canadian Prime Rate Loans or continue such B/A Discount Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the B/A Discount Rate Loans for each Interest Period therefor must be in an aggregate principal amount of Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in excess thereto. The applicable Borrower Each such election shall deliver be in substantially the form of Exhibit 2A.6 hereto (a “Notice of Conversion/Continuation Canadian Conversion or Continuation”) and shall be made by giving Canadian Administrative Agent at least two Business Days’ prior written notice thereof to Agent no the Canadian Notice Address given not later than 12:00 Noon p.m. (New York City time), specifying (i) the amount and type of the proposed conversion date or continuation, (ii) in the case of a conversion to or a Base Rate Loan)continuation of B/A Loans, at least one Business Day in advance of the proposed conversion date Contract Period therefor, (iii) in the case of a conversion into a Canadian Base to or continuation of B/A Discount Rate Loan) Loans, the Interest Period therefor, 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 Loanconversion, the requested date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, no conversion in whole or in part of Canadian Prime Rate Loans to B/A Loans or B/A Discount Rate Loans, as applicable, and no continuation in whole or in part of B/A Loans or B/A Discount Rate Loans, as applicable, upon the expiration of the Contract Period or Interest Period, and (v) in the case of a conversion toas applicable, or a continuation oftherefor, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, that no Potential shall be permitted at any time at which an Unmatured Event of Default or an Event of Default has shall have occurred and is be continuing. In lieu If, within the time period required under the terms of delivering the above-described Notice of Conversion/Continuationthis Section 2A.6, the applicable Borrower may give Canadian 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 does not receive a Notice of Conversion/ Canadian Conversion or Continuation from Canadian Borrower containing a permitted election to Agent on continue any B/A Loans or before B/A Discount Rate Loans, as applicable, for an additional Contract Period or Interest Period, as applicable, or to convert any such Loans, then, upon 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 expiration 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 Contract Period or continuationInterest Period, as the case may beapplicable, hereundertherefor, such Loans will be automatically converted to Canadian Prime Rate Loans. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Each Notice of Conversion/Canadian Conversion or 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 after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewithirrevocable.

Conversion or Continuation. (a) Subject to the terms, conditions and provisions of subsection 2.6Section 2.08 and Section 2.09 hereof, Borrower the Co-Borrowers shall have the option (i1) from and after the earlier to 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 Term Loans which, in the aggregate, equal US$250,000.00 or Revolving Loans equal to $5,000,000 and an integral multiples multiple of $500,000 US$1,000.00 in excess of that amount from Prime Rate Loans bearing interest at a rate determined by reference to 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, Loans; or (ii2) 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 Loan or a Canadian Eurodollar Rate Loan, as applicableLoans, to continue all or any portion of such Loan Loans equal to $5,000,000 and US$250,000.00 or an integral multiples multiple of $500,000 US$1,000.00 in excess of that amount as a Eurodollar Rate Loan or a Canadian Loans of the same type, and the succeeding Eurodollar Rate Loan, as applicableInterest 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 the terms, conditions and provisions of Sections 2.08 and 2.09 hereof, elect from time to time (A) to convert such Canadian Borrower's Prime Rate Loans or 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 --------- ------- Eurodollar Rate Loan Bankers Acceptance may only be converted into only on the last day of its term. By giving a Base Rate Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding 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 Base Rate Loan, as applicable, on the expiration date of an Interest Period applicable thereto. The applicable Borrower Canadian Borrower) shall deliver a Notice of Conversion/Continuation to the Agent no later than 12:00 Noon 10:00 A.M. (New York Philadelphia, Pennsylvania time) of the proposed conversion date (in the case of a conversion to a Base Rate Loan), 1) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion into to a Canadian Base Prime 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, of a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/ 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, continuation and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering the abovedescribed Notice of Conversion/Continuation, and 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 (vbut 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 case 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 Eurodollar Rate Loan, said affected Loan shall automatically continue as, or convert to, a Canadian Eurodollar Prime Rate Loan, that no Potential Event of Default or Event of Default has occurred . (c) Any Co-Borrower (other than the Canadian Borrower) may convert Revolving Credit Loans outstanding in U.S. Dollars to Revolving Credit Loans in Canadian Dollars and is continuingvice versa by repaying such Loans in the first currency and borrowing Loans in such different currency. In lieu of delivering If the above-described Canadian Borrower shall fail to timely give a Notice of Conversion/ContinuationContinuation in respect of outstanding and maturing Canadian Bankers Acceptances, the applicable such Canadian 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 deemed to have given a Notice of Conversion/ 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 such that Agent believes in good faith it will be deemed to have been given by requested a duly authorized officer or other person authorized Prime Rate Loan to act on behalf of repay 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 2.6G, a maturing Canadian Bankers Acceptances. (d) Any 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 after the related Interest Rate Determination Date, and the applicable Borrower Co-Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (a) Subject to the terms, conditions and provisions of subsection 2.6SECTION 2.10 and SECTION 2.11 hereof, Borrower the Borrowers shall have the option (i1) from and after the earlier to 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 Term Loans which, in the aggregate, equal US$100,000.00 or Revolving Loans equal to $5,000,000 and an integral multiples multiple of $500,000 US$50,000.00 in excess of that amount from Loans bearing interest at a rate determined by reference to the Base Rate Loans to Eurodollar Rate Loans; or Canadian (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 to Loans bearing interest at a rate determined by reference to on the Adjusted expiration date of any Eurodollar Rate or Canadian Eurodollar Rate, as the case may be, Interest Period applicable thereto; or (ii3) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicableLoans, to continue all or any portion of such Loan Loans equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $500,000 US$50,000.00 in excess of that amount as a Eurodollar Rate Loan or a Canadian Loans of the same type, and the succeeding 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, Interest Period of such continued Loans shall commence on the expiration date of an 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. The applicable 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 the event that such Base Rate Loans are denominated in US Dollars or (C) to convert 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 Canadian Bankers Acceptances for an additional term. (b) In the event the Borrowers shall elect to 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 Conversion/Continuation to the Administrative Agent (and, in the case of the Canadian Borrower, to the Canadian Collateral Agent as well) no later than 12:00 Noon 10:00 A.M. (Cranford, New York Jersey time) (1) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan), (2) at least one two (2) Business Day Days in advance of the a proposed conversion date or continuation/rollover into or, of Canadian Bankers Acceptances and (in the case of a conversion into a Canadian Base Rate Loan3) 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, of a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/ 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 Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Eurodollar Interest Period, Period and (vE) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate LoanBankers Acceptance, that no Potential Event the requested term of Default or Event of Default has occurred and is continuingsuch Canadian Bankers Acceptance. In lieu of delivering the above-described Notice of Conversion/Continuation, the applicable Borrower Borrowers may give the applicable Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this subsection 2.2DSECTION 2.05(iii); provided PROVIDED, HOWEVER, that such notice shall be promptly confirmed in -------- writing by delivery to 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 to under this SECTION 2.05(iii) (or telephonic notice in lieu thereof), such Agent on shall notify the applicable Lenders by telex, telecopy, telegram, telephone or before other similar form of transmission, of the proposed conversion/continuation datecontinuation. Neither Agent nor any Lender shall incur any liability In the event the Borrowers fail 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 provide the applicable basis Agent with the requisite Notice of Conversion/Continuation 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 continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Ga continuation of, a Loan, said affected Loan shall automatically continue as, or convert to, a Base Rate Loan. (c) Any 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 after the related Interest Rate Determination Date, and the applicable Borrower Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.