Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) at least three Business Days in advance of the Conversion Date or continuation date, specifying in each case: (A) the proposed Conversion Date or continuation date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect to convert on or provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any continue such Loans as, and convert such Loans into, Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City Los Angeles time) at least three (i) four Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.which (e) Unless the Majority Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Loans, Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):Bank: (i1) elect to convert on any Business Day, any Base Rate Loans (in a principal amount equal to Five Hundred Thousand Dollars ($500,000) or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof) into Offshore Rate LIBOR Loans; or; (ii2) elect to convert continue on any Interest Payment Date any Offshore Rate LIBOR Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($5,000,000, 500,000) or that is in an any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof) into Base Rate Loans); or (iii3) elect to renew convert on any Interest Payment Date any Offshore Rate LIBOR Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($5,000,000, 500,000) or that is in an any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof)) into Base Rate Loans. provided, that the minimum increment requirements set forth above shall not apply to the conversion or continuation of any Loans that did not meet the minimum increment required when borrowed pursuant to Section 2.1.1. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 10 to be received by the Administrative Agent not later than Noon (New York City time) Bank prior to 11:00 a.m. Pacific time at least (i) three (3) Business Days in advance of prior to the Conversion Date or continuation dateContinuation Date, specifying if any Loans are to be converted into or continued as LIBOR Loans; and (ii) one (1) Business Day in Loan of the Conversion Date, if any Loans are to be converted into Base Rate Loans, in each casecase specifying the: (A1) the proposed Conversion Date or continuation dateContinuation Date; (B2) the aggregate amount of the Loans to be converted or renewedcontinued which, if any Loans are to be converted into or continued as LIBOR Loans, shall be in an aggregate minimum principal amount of Five Hundred Thousand Dollars ($500,000) or in any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; (C3) the nature of the proposed conversion or continuation; and (D4) the duration of the requested Interest Period. The exercise by , in the Company case of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timeLIBOR Loans. (c) If upon the expiration of any Interest Period applicable to Offshore Rate any LIBOR Loans, the Company has Borrower shall have timely failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existLIBOR Loans, the Company Borrower shall be deemed to have elected to convert such Offshore Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest PeriodLoans. (d) Upon receipt Any LIBOR Loans shall, at Bank’s option, convert into Base Rate Loans in the event that (i) an Event of a Notice of Conversion/ContinuationDefault shall exist, or (ii) the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank aggregate principal amount of the details Base Rate Loans which have been previously converted to LIBOR Loans, or the aggregate principal amount of existing LIBOR Loans continued, as the case may be, at the beginning of an Interest Period shall at any automatic conversiontime during such Interest Period exceed the Revolving Line. All conversions and continuations shall be made pro rata according Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the respective outstanding principal Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Loans held by each Bank with respect to which Base Rate Loans pursuant to any of the notice was givenforegoing. (e) Unless Notwithstanding anything to the Majority Banks contrary contained herein, Bank shall otherwise agreenot be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loans, during but the existence of a Default or Event of Default, provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the Company may not elect to have a Loan converted into or continued as an Offshore Rate LoanLIBOR Loans.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert convert, on any Business Day, any Base Rate Loans (or any part thereof in an aggregate amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000) into Offshore Rate Loans; or; (ii) elect to convert convert, on any the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an aggregate amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000) into Base Rate Loans; or (iii) elect to renew on any continue, as of the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an aggregate amount not of $5,000,000 or a higher integral multiple of $100,000); provided that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing shall have been reduced, by payment, prepayment or conversion of part thereof, to be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)such Offshore Rate Loans shall automatically convert into Base Rate Loans. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City i) 11:00 a.m. (Chicago time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans and (ii) not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversions into Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existLoans, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, Continuation or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank Lender with respect to which the notice was given. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a an Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided that if the Aggregate Commitment shall have been reduced to less than -------- $10,000,000, on and after such reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver in writing (or by facsimile transmission confirmed immediately by a telephone call or by a telephone call confirmed immediately by a facsimile transmission), an irrevocable Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City 9:00 a.m., San Francisco, California time) , at least three Business Days in advance of the Conversion Date or continuation dateConversion/Continuation Date, specifying in each casespecifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature of the proposed conversion or continuation; and (Div) with respect to Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (ci) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans or Loans, and if any Default or no Event of Default shall then exist, Company shall be deemed to have elected to continue such Offshore Rate Loans as Offshore Rate Loans with an Interest Period of one month. (ii) If an Event of Default exists at the time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/ContinuationConversion/ Continuation (or telephonic notice in lieu thereof), the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companyprovided, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven or which are subject to automatic conversion held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect to convert on or provided, that if at any Interest Payment Date any Offshore time the aggregate amount of Eurodollar Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of continuations of or conversions into Eurodollar Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof). (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) at least three Business Days in advance of the Conversion Date or continuation date, specifying in each case: (A) the proposed Conversion Date or continuation date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten twenty Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent Bank in accordance with subsection Section 2.04(b): (i1) elect to convert on convert, as of any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate Loans; or; (ii2) elect to convert on any convert, as of the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Base Rate Loans; or (iii3) elect to renew on any continue, as of the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided that, if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, then such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to the Bank, which Notice of Conversion/Continuation must be received by the Administrative Agent Bank not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) on the same Business Day as the Conversion/ Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A1) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B2) the aggregate amount of Loans to be converted or renewedcontinued; (C3) the nature Type of Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If If, upon the expiration of any Interest Period applicable to any of the Company's outstanding Offshore Rate Loans, the Company has shall have failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such outstanding Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, then the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall Bank otherwise agreeconsents, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (e) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided that, if the Aggregate 180 Day -------- Commitment shall have been reduced to less than $10,000,000, on and after such reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver in writing (or by facsimile transmission confirmed immediately by a telephone call or by a telephone call confirmed immediately by a facsimile transmission), an irrevocable Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City 9:00 a.m. San Francisco, California time) , at least three Business Days in advance of the Conversion Date or continuation dateConversion/Continuation Date, specifying in each casespecifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature of the proposed conversion or continuation; and (Div) with respect to Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (ci) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans or Loans, and if any Default or no Event of Default shall then exist, Company shall be deemed to have elected to continue such Offshore Rate Loans as Offshore Rate Loans with an Interest Period of one month. (ii) If an Event of Default exists at the time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/ContinuationConversion/ Continuation (or telephonic notice in lieu thereof), the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companyprovided, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven or which are subject to automatic conversion held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided that, if the Aggregate Bridge Commitment shall have been reduced to -------- less than $10,000,000, on and after such reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver in writing (or by facsimile transmission confirmed immediately by a telephone call or by a telephone call confirmed immediately by a facsimile transmission), an irrevocable Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City 9:00 a.m. San Francisco, California time) , at least three Business Days in advance of the Conversion Date or continuation dateConversion/Continuation Date, specifying in each casespecifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature of the proposed conversion or continuation; and (Div) with respect to Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (ci) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans or Loans, and if any Default or no Event of Default shall then exist, Company shall be deemed to have elected to continue such Offshore Rate Loans as Offshore Rate Loans with an Interest Period of one month. (ii) If an Event of Default exists at the time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/ContinuationConversion/ Continuation (or telephonic notice in lieu thereof), the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companyprovided, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven or which are subject to automatic conversion held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Parent may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of its Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of its Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof).; (b) The Company Parent shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of continuations of or conversions into Eurodollar Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Parent has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Parent shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyParent, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Company Parent may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than 5 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted -19- 25 into or continuation datecontinued as Offshore Rate Loans; and (ii) on the Conversion/ Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) if applicable, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any Base in the case of a Borrowing that consists of Federal Funds Rate Loans Advances, or as of the last day of the applicable Interest Period, in the case of a Borrowing that consists of Offshore Rate Advances, to convert such Advances (or any part thereof in an a minimum amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof1,000,000) into Offshore Rate LoansAdvances of the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any continue Offshore Rate Loans maturing Advances that are part of the same Borrowing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an a minimum amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof1,000,000). (b) The Company Borrower shall deliver a Notice of Conversion/Conversion/ Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 11:00 a.m. at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Advances are to be converted into or continuation datecontinued as Offshore Rate Advances; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Advances are to be converted into Federal Funds Rate Advances, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans Advances to be converted or renewed; (C) the nature Type of Advances resulting from the proposed conversion or continuation; and (D) in the case of conversions into Offshore Rate Advances, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate LoansAdvances, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Advances, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Rate Loans Advances into Base Federal Funds Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank Advances with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Company Borrower may not elect to have a Loan Advances converted into or continued as an Offshore Rate LoanAdvances. (f) After giving effect to any conversion or continuation of Advances, there may not be more than five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert convert, on any Business Day, any Base Rate Loans (or any part thereof in an aggregate amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000) into Offshore Rate Loans; or; (ii) elect to convert convert, on any the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an aggregate amount not less than of $5,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000) into Base Rate Loans; or (iii) elect to renew on any continue, as of the last day of the applicable Interest Payment Date Period, any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an aggregate amount not of $5,000,000 or a higher integral multiple of $100,000); provided that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing shall have been reduced, by payment, prepayment or conversion of part thereof, to be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)such Offshore Rate Loans shall automatically convert into Base Rate Loans. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City i) 11:00 a.m. (Chicago time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans and (ii) not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversions into Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existLoans, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, Continuation or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank Lender with respect to which the notice was given. Notwithstanding the immediately preceding sentence, for a period of 30 days after the New Term B Funding Date, the Company may effect conversions and continuations of New Term B Loans, on the one hand, and Term B Loans that are not New Term B Loans ("Original Term B Loans"), on the other hand, on the following basis: (a) all conversions and continuations of New Term B Loans shall be made ratably according to the respective outstanding principal amounts of the New Term B Loans held by each Lender with respect to which the applicable Notice of Conversion/Continuation was given; and (b) all conversions and continuations of Original Term B Loans shall be made ratably according to the respective outstanding principal amounts of the Original Term B Loans held by each lender with respect to which the applicable Notice of Conversion/Continuation was given. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a an Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans (or any part thereof in an amount not less than $5,000,000Loans, or that is as of the last day of the applicable Interest Period, in an integral multiple the case of $1,000,000 in excess thereof) into Offshore Rate Loans, to convert any such Loans into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans or (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than three different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any the last day of the Interest Payment Date Period therefor, any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 500,000 or that is in an integral multiple of $1,000,000 50,000 in excess thereof) into Base Rate Loans; or or (iii) elect to renew continue, on any the last day of the Interest Payment Date Period therefor, any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if the aggregate amount of Offshore Rate Loans shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, Offshore Rate Loans shall automatically convert into Base Rate Loans. (b) The Company Each conversion or continuation shall deliver be made upon irrevocable written notice in the form of a Notice of Conversion/Continuation in accordance with Section 10.02 to Continuation, which notice must be received by the Administrative Agent not later than Noon prior to 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) one Business Day prior to the Conversion/Continuation Date, specifying if the Loans are to be converted into Base Rate Loans, in each case: case specifying: (A) the proposed Conversion Date or continuation date; Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; continued; (C) the nature of the proposed conversion Loans to be converted or continuationcontinued; and and (D) if an Offshore Rate Loan is requested, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans thereto, or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.