Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment5,000,000, or conversion that is in an integral multiple of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert 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 Borrower Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, Noon (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifyingspecifying in each case: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type nature of Loan or 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 Eurodollar Offshore Rate Loans, the Borrower Company has failed to select deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its 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 BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar 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 Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, (Los Angeles time) at least (i) three four Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender.which (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar 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 ten (10) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,000); provided, 10,000,000 or that if at any time the aggregate amount is in an integral multiple of Eurodollar Rate Loans $1,000,000 in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert 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 $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 Borrower 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 to be received by the Agent not later than 10:00 a.m. 9:00 a.m., San Francisco time for a Eurodollar Rate LoanFrancisco, and not later than 11:00 a.m. San Francisco time for a Base Rate LoanCalifornia time, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base with respect to Offshore Rate Loans, the duration of the requested Interest Period. (ci) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or and if any Default or no Event of Default shall then existsexist, 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 Borrower time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation (or telephonic notice in lieu thereof), Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationBank thereof, or, if no timely notice is provided by the Borrowerprovided, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as or which are subject to automatic conversion held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,00010,000,000 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 $10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof Aggregate Bridge Commitment shall have been reduced to be -------- less than $10,000,000, on and after such Eurodollar reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall automatically convert into Base Rate Loansterminate. (b) The Borrower 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 to be received by the Administrative Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate LoanFrancisco, and not later than 11:00 a.m. San Francisco time for a Base Rate LoanCalifornia time, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base with respect to Offshore Rate Loans, the duration of the requested Interest Period. (ci) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or and if any Default or no Event of Default shall then existsexist, 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 Borrower time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation (or telephonic notice in lieu thereof), Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationBank thereof, or, if no timely notice is provided by the Borrowerprovided, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as or which are subject to automatic conversion held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)25,000,000, or that is in an integral multiple of $5,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment25,000,000, or conversion that is in an integral multiple of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert 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 $25,000,000, or that is in an integral multiple of $5,000,000 in excess thereof). (b) The Borrower Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, Noon (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifyingspecifying in each case: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type nature of Loan or 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 twenty Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its 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 BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: Company may (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 1,000,000 or an integral multiple of $100,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000 or an integral multiple of $50,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower Each conversion or continuation shall deliver be made upon irrevocable written notice in the form of a Notice of Conversion/Continuation to Continuation, which notice must be received by the Administrative Agent not later than 10:00 prior to 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, at least time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as prior to the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, in each case specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of the Loan or Loans to be converted or renewed; continued; (C) the Type of Loan Loans to be converted or Loans resulting from the proposed conversion or continuationcontinued; and and (D) other than in the case of conversions into Base if an Offshore Rate LoansLoan is requested, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loansthereto, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,00010,000,000 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 $10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof Aggregate 180 Day -------- Commitment shall have been reduced to be less than $10,000,000, on and after such Eurodollar reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall automatically convert into Base Rate Loansterminate. (b) The Borrower 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 to be received by the Administrative Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate LoanFrancisco, and not later than 11:00 a.m. San Francisco time for a Base Rate LoanCalifornia time, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base with respect to Offshore Rate Loans, the duration of the requested Interest Period. (ci) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or and if any Default or no Event of Default shall then existsexist, 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 Borrower time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation (or telephonic notice in lieu thereof), Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationBank thereof, or, if no timely notice is provided by the Borrowerprovided, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as or which are subject to automatic conversion held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.