Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Loans (other than Swing Line 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 Eurodollar 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 Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan 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 11:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or Canadian Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or Canadian Rate Loan, that no Potential Event of Default or Event

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company 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 (other than Swing Line Loans) or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 500,000 in excess 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 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 $1,000,000 500,000 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. 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 (andAgent, with respect to a Canadian Loan, the Canadian Lender) no later than 11:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to 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 EventEvent 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 (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/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, the Company 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 at any time all or any part of its outstanding Loans (other than Swing Line Loans) in an amount equal to $5,000,000 U.S./Cdn.$10,000,000 and integral multiples of $1,000,000 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 one basis to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Domestic Loans may be continued as or (ii) upon the expiration of any Interest Period applicable to a converted into Domestic Base Rate Loans or Domestic Eurodollar Rate LoanLoans only, to continue all Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as 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 converted into Canadian Eurodollar Rate Loan; providedLoans or Canadian Base Rate Loans only, howeverCanadian/U.S. Loans, that a in respect of Canadian Commitments may be continued as or converted into Canadian/U.S. Eurodollar Rate Loan Loans or Canadian/U.S. Base Rate Loans only, in respect of Canadian Commitments, Canadian Loans denominated in Canadian Dollars may only not be converted but shall at all times be 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 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 Base Fixed Rate Loan 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 that an Event of its outstanding Loans equal to $5,000,000 Default has occurred 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 Lenderis continuing. 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 11:00 A.M. 1:00 P.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Floating Rate Loan) 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 Canadian Fixed Rate Loan). A Notice of Conversion/Continuation shall specify (i) Borrower, (ii) the proposed 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 Canadian 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 Canadian a continuation of, a Fixed Rate Loan, that no Potential 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 Eventbefore 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. (a) Subject to the terms, conditions and provisions of subsection 2.6SECTION 2.10 and SECTION 2.11 hereof, the Company Borrowers shall have the option (i1) to convert at any time all or any part of its outstanding Loans (other than Swing Line Loans) which, in the aggregate, equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $1,000,000 US$50,000.00 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar 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 Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Wolverine Canada shall have the option (i2) to convert at any time all or any part of its the outstanding Loans which, in the aggregate, equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $1,000,000 US$50,000.00 in excess of that amount from Eurodollar Rate Loans bearing interest at a rate determined by reference to one basis to Base Rate Loans bearing interest at a rate determined by reference to an alternative basis on the expiration date of any Eurodollar Interest Period applicable thereto; or (ii3) upon the expiration of any Eurodollar Interest Period applicable to a Canadian Borrowing of Eurodollar Rate LoanLoans, 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 $1,000,000 US$50,000.00 in excess of that amount as a Canadian Eurodollar Rate Loan; providedLoans of the same type, however, that a Canadian Rate Loan may only be converted into a Base Rate Loan and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of an the Eurodollar Interest Period applicable thereto; provided further thatPROVIDED, Wolverine Canada 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 2.10 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 Loans in other amounts and on other days with a Loan under this SECTION 2.05(iii), the prior written consent of Borrowers (or for a Canadian Revolving Credit Loan, the Canadian Lender. The applicable Borrower Borrower) shall deliver a Notice of Conversion/Continuation to the Administrative Agent (and, with respect to a Canadian Loan, in the case of the Canadian LenderBorrower, to the Canadian Collateral Agent as well) no later than 11:00 10:00 A.M. (Cranford, New York City 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 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 Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type 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 Canadian Rate Loan, the requested Eurodollar Interest Period, Period and (vE) 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 the time required under this SECTION 2.05(iii); PROVIDED, HOWEVER, that such notice shall be 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 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 provide the applicable 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 Canadian convert to, a Base Rate Loan. (c) Any Notice of Conversion/Continuation for conversion to, that no Potential Event of Default or Eventcontinuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable and the Borrowers shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07 and Section 2.08 hereof, the Company Co-Borrowers shall have the option (i1) to convert at any time all or any part of its outstanding Loans (other than Swing Line Loans) which, in the aggregate, equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $1,000,000 US$1,000.00 in excess of that amount from Prime Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar 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 Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Wolverine Canada shall have the option (i2) to convert at any time all or any part of its the outstanding Loans which, in the aggregate, equal to $5,000,000 and US$100,000.00 or an integral multiples multiple of $1,000,000 US$1,000.00 in excess of that amount from Eurodollar Rate Loans bearing interest at a rate determined by reference to one basis to Prime Rate Loans bearing interest at a rate determined by reference to an alternative basis on the expiration date of any Eurodollar Interest Period applicable thereto; or (ii3) upon the expiration of any Eurodollar Interest Period applicable to a Canadian Borrowing of Eurodollar Rate LoanLoans, 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 $1,000,000 US$1,000.00 in excess of that amount as a Canadian Eurodollar Rate LoanLoans 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 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 Rate Loan Bankers Acceptance may only be converted into a Base Rate Loan only on the expiration date last day of its term. By giving a Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding Canadian Bankers Acceptances for an Interest Period applicable thereto; provided further that, Wolverine Canada may additional term. (b) In the event the Co-Borrowers shall elect to convert or continue Loans in other amounts and on other days with a Loan under this Section 2.03(iii), the prior written consent of Co-Borrowers (or for a Canadian Loan, the Canadian Lender. The applicable Borrower 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 11:00 10:00 A.M. (New York City Philadelphia, Pennsylvania time) (1) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a 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 Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type 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 Canadian Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering the above-described 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 2.03(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 2.03(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 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. 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 deemed to have given a Notice of Conversion/Continuation such that it will be deemed to have requested a Prime Rate Loan to repay such maturing Canadian Bankers Acceptances. (d) Any Notice of Conversion/Continuation for conversion to, or Canadian Rate Loancontinuation of, that no Potential Event of Default a Loan (or Eventtelephonic notice in lieu thereof) shall be irrevocable and the Co-Borrowers shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company 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 at any time all or any part of its outstanding Loans (other than Swing Line Loans) in an amount equal to $5,000,000 U.S./Cdn.$10,000,000 and integral multiples of $1,000,000 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 one basis to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Domestic Loans may be continued as or (ii) upon the expiration of any Interest Period applicable to a converted into Domestic Base Rate Loans or Domestic Eurodollar Rate LoanLoans only, to continue all Canadian Loans (other than Canadian/U.S. Loans) denominated in Dollars may be continued as 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 converted into Canadian Eurodollar Rate Loan; providedLoans or Canadian Base Rate Loans only, howeverCanadian/U.S. Loans, that a in respect of Canadian Commitments may be continued as or converted into Canadian/U.S. Eurodollar Rate Loan Loans or Canadian/U.S. Base Rate Loans only, in respect of Canadian Commitments, Canadian Loans denominated in Canadian Dollars may only not be converted but shall at all times be 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 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 Base Fixed Rate Loan 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 that an Event of its outstanding Loans equal to $5,000,000 Default has occurred 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 Lenderis continuing. The applicable Borrower shall deliver a Notice of Conversion/Continuation to the applicable Administrative Agent (and, with respect to a Canadian Loan, the Canadian Lender) no later than 11:00 A.M. 1:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a 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 Canadian Fixed Rate Loan). A Notice of Conversion/Continuation shall specify (i) Borrower, (ii) the proposed 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 Canadian 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 Canadian a continuation of, a Fixed Rate Loan, that no Potential 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 Eventbefore 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. Subject to the provisions of subsection 2.6Section 2A.4, the Company shall have the option a Canadian Borrower may elect (i) on any Business Day to convert at any time all Canadian Prime Rate Loans or any part of its outstanding portion thereof to B/A Loans (other than Swing Line 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 at the expiration end of any Interest Contract Period applicable to a Eurodollar Rate Loanwith respect thereto, to continue all convert B/A Loans or any portion of thereof into Canadian Prime Rate Loans or continue such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate LoanB/A Loans or any portion thereof for an additional Contract Period; provided, however, that a Eurodollar Rate Loan the aggregate principal amount of the B/A Loans for each Contract Period therefor must be in the Minimum Borrowing Amount or, if greater, the Minimum Borrowing Multiple. A Canadian Borrower may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Wolverine Canada shall have the option elect (i) on any Business Day occurring after the earlier of (a) the 90th day after the Initial Borrowing Date and (b) the Syndication Date to convert at any time all or any part of its outstanding Base Rate Loans equal to $5,000,000 Eurocurrency Loans, 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 at the expiration end of any Interest Period applicable to a Canadian Rate LoanPeriod, to convert Eurocurrency Loans into Base Rate Loans or 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 LoanEurocurrency Loans for an additional Interest Period; provided, however, that a Canadian Rate Loan may only be converted into a Base Rate Loan on the expiration date aggregate principal amount of an the Eurocurrency Loans for each Interest Period applicable thereto; provided further thattherefore, Wolverine Canada may convert must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or continue Loans Minimum Borrowing Multiples in other amounts excess thereof. Each such election shall be in substantially the form of Exhibit 2A.6 hereto (a "Notice of Canadian Conversion or Continuation") and on other days with the shall be made by giving Canadian Administrative Agent at least three Business Days prior written consent of notice thereof to 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 Address given not later than 11:00 A.M. 12:00 p.m. (New York City time), specifying (i) at least one Business Day in advance the amount and type of the proposed conversion date or continuation, (ii) in the case of a conversion to or a Base Rate Loancontinuation of B/A Loans, the Contract Period therefor, (iii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, to or a continuation ofof Eurocurrency Loans, a Eurodollar Rate Loan or Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day)Interest Period therefore, (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 Canadian Rate Loanconversion, the requested Interest Perioddate 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, no continuation in whole or in part of B/A Loans upon the expiration of the Contract Period therefore, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and (v) no continuation in whole or in part of Eurocurrency Loans upon the case expiration of a conversion tothe Interest Period therefor, or a continuation of, a Eurodollar Rate Loan or Canadian Rate Loan, that no Potential shall be permitted at any time at which an Unmatured Event of Default or Eventan Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2A.6, Canadian Administrative Agent does not receive a Notice of Canadian Conversion or Continuation from a Canadian Borrower containing a permitted election to continue any B/A Loans for an additional Contract Period, to continue any Eurocurrency Loans for an additional Interest Period, or to convert any such Loans, then, upon the expiration of the Contract Period or Interest Period, therefor, as applicable, such Loans will be automatically converted to Canadian Prime Rate Loans or Base Rate Loans, as the case may be. Each Notice of Canadian Conversion or Continuation shall be irrevocable

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company 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 (other than Swing Line Loans) or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 500,000 in excess 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 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 $1,000,000 500,000 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. 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 11:00 A.M. 12:00 Noon (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 to 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/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 EventEvent 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. Subject to the provisions of subsection 2.6, the Company 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 (other than Swing Line Loans) or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 500,000 in excess 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 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 $1,000,000 500,000 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. 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 (andAgent, with respect to a Canadian Loan, the Canadian Lender) no later than 11:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to 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 EventEvent 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 terms, conditions and provisions of subsection 2.6Section 2.08 and Section 2.09 hereof, the Company Co-Borrowers shall have the option (i1) to convert at any time all or any part of its outstanding Loans (other than Swing Line Loans) which, in the aggregate, equal to $5,000,000 and US$250,000.00 or an integral multiples multiple of $1,000,000 US$1,000.00 in excess of that amount from Prime Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar 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 Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Wolverine Canada shall have the option (i2) to convert at any time all or any part of its the outstanding Loans which, in the aggregate, equal to $5,000,000 and US$250,000.00 or an integral multiples multiple of $1,000,000 US$1,000.00 in excess of that amount from Eurodollar Rate Loans bearing interest at a rate determined by reference to one basis to Prime Rate Loans bearing interest at a rate determined by reference to an alternative basis on the expiration date of any Eurodollar Interest Period applicable thereto; or (ii3) upon the expiration of any Eurodollar Interest Period applicable to a Canadian Borrowing of Eurodollar Rate LoanLoans, 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 $1,000,000 US$1,000.00 in excess of that amount as a Canadian Eurodollar Rate LoanLoans 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 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 Rate Loan Bankers Acceptance may only be converted into a Base Rate Loan only on the expiration date last day of its term. By giving a Notice of Continuation, the Canadian Borrower may renew any of such Canadian Borrower's outstanding Canadian Bankers Acceptances for an Interest Period applicable thereto; provided further that, Wolverine Canada may additional term. (b) In the event the Co-Borrowers shall elect to convert or continue Loans in other amounts and on other days with a Loan under this Section 2.04(iii), the prior written consent of Co-Borrowers (or for a Canadian Loan, the Canadian Lender. The applicable Borrower 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 11:00 10:00 A.M. (New York City Philadelphia, Pennsylvania time) (1) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a 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 Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type 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 Canadian 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 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. 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 deemed to have given a Notice of Conversion/Continuation such that it will be deemed to have requested a Prime Rate Loan to repay such maturing Canadian Bankers Acceptances. (d) Any Notice of Conversion/Continuation for conversion to, or Canadian Rate Loancontinuation of, that no Potential Event of Default a Loan (or Eventtelephonic notice in lieu thereof) shall be irrevocable and the Co-Borrowers shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. Subject to Section 2A.4 in respect of the provisions of subsection 2.6Canadian Revolving Facility, the Company shall have the option Canadian Borrower may elect (i) on any Business Day to convert at any time all Canadian Prime Rate Loans or any part of its outstanding portion thereof to B/A Loans (other than Swing Line 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 at the expiration end of any Interest Contract Period applicable to a Eurodollar Rate Loanwith respect thereto, to continue all convert B/A Loans or any portion of thereof into Canadian Prime Rate Loans or continue such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate LoanB/A Loans or any portion thereof for an additional Contract Period; provided, however, that a Eurodollar Rate Loan may only the aggregate face amount of the B/A Loans for each Contract Period therefor must be converted into a Base Rate Loan on the expiration date in an aggregate principal amount of Cdn.$5,000,000 or an Interest Period applicable integral multiple of Cdn.$1,000,000 in excess thereto. Wolverine Canada shall have Subject to Section 2A.4, in respect of the option Term C Facility, Canadian Borrower may elect (i) on any Business Day to convert at any time all Canadian Prime Rate Loans or any part of its outstanding portion thereof to B/A Discount Rate 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 at the expiration end of any Interest Period applicable to a Canadian Rate Loanwith respect thereto, to continue all convert B/A Discount Rate Loans or any portion of thereof into Canadian Prime Rate Loans or continue such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Canadian B/A Discount Rate LoanLoans or any portion thereof for an additional Interest Period; provided, however, that a Canadian the aggregate amount of the B/A Discount Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Loans for each Interest Period applicable 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; provided further that, Wolverine Canada may convert . Each such election shall be in substantially the form of Exhibit 2A.6 hereto (a “Notice of Canadian Conversion or continue Loans in other amounts Continuation”) and on other days with the shall be made by giving Canadian Administrative Agent at least two Business Days’ prior written consent of notice thereof to 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 Address given not later than 11:00 A.M. 12:00 p.m. (New York City time), specifying (i) at least one Business Day in advance the amount and type of the proposed conversion date or continuation, (ii) in the case of a conversion to or a Base Rate Loancontinuation of B/A Loans, the Contract Period therefor, (iii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toto or continuation of B/A Discount Rate Loans, or a continuation ofthe Interest Period therefor, a Eurodollar Rate Loan or Canadian Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or Canadian 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 Canadian Rate Loan, that no Potential shall be permitted at any time at which an Unmatured Event of Default or Eventan Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2A.6, Canadian Administrative Agent does not receive a Notice of Canadian Conversion or Continuation from Canadian Borrower containing a permitted election to continue any B/A Loans or 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 expiration of the Contract Period or Interest Period, as applicable, therefor, such Loans will be automatically converted to Canadian Prime Rate Loans. Each Notice of Canadian Conversion or Continuation shall be irrevocable.