Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 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 Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $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, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Continuation to be received by the Agent not later than 10:00 a.m. (San Francisco time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 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 Section 2.04(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 5,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $1,000,0005,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 11:00 a.m. (San Francisco Chicago time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, 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 ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given held by each Bankgiven. (e) Unless the Majority Banks Required Lenders otherwise consentagree, 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, unless the Agent shall otherwise consent, 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 Section 2.04(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 5,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $1,000,0005,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent (i) not later than 10:00 11:00 a.m. (San Francisco Chicago time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 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 Section 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 Revolving Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans2,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 1,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $100,000 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 $1,000,0002,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (San Francisco Dallas, Texas time) at least (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one Business Day in advance of the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 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 Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than equal to Five Million Dollars (1) $5,000,000), or an integral multiple of One Million Dollars ($1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than Five Million Dollars ($1,000,0005,000,000), or that is in an integral multiple of One Million Dollars ($100,000 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 Five Million Dollars ($1,000,0005,000,000), 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco Seattle time) at least (i) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one Business Day in advance of the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank 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 held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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 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 Section 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 Revolving Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans2,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 1,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $100,000 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 $1,000,0002,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (San Francisco Dallas, Texas time) at least (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one Business Day in advance of the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 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 Section 2.04(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 5,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $1,000,0005,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 11:00 a.m. (San Francisco Chicago time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, 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 ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given 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 BankLender 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 Required Lenders otherwise consentagree, 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, unless the Agent shall otherwise consent, there may not be more than twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Subject to Section 2.16, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with Section 2.04(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 5,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $1,000,0005,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 11:00 a.m. (San Francisco Chicago time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, Continuation 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 ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given held by each Bankgiven. (e) Unless the Majority Banks Required Lenders otherwise consentagree, 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, unless the Agent shall otherwise consent, there may not be more than twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable (except in the circumstances described in Section 3.2, 3.3 or 3.5 as provided therein) written notice to the Agent in accordance with Section 2.04(b2.4(b): (i) elect, as of the last day of the applicable Interest Period, to convert any Offshore Rate Loans denominated in Dollars (or any part thereof in an amount not less than $2,000,000) into Base Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the an applicable Interest Period, in the case of any other Type of Revolving LoansOffshore Rate Loans expiring on such last day, to (A) convert any such Loans (or any part thereof in an amount not less than (1) the Dollar Equivalent of $1,000,000, in the case of Base Rate Loans2,000,000, or (2) $1,000,000 or any that is in an integral multiple of the Dollar Equivalent of $100,000 in excess thereof, in the case of ) into Offshore Rate Loans, or (B) if such Loans into are Offshore Rate Loans, continue such Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Dollar Equivalent of $1,000,0002,000,000, or that is in an integral multiple of the Dollar Equivalent of $100,000 in excess thereof)) as Offshore Rate Loans; providedprovided that if, 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 $1,000,0002,000,000, such Offshore Rate Loans shall shall, (y) in the case of Dollar denominated Loans, 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. The Company may aggregate Base terminate and (z) in the case of non-Dollar denominated Loans, automatically convert to Offshore Rate Loans with an interest period of one month and on and after such date the right of the Company to be converted into continue such Loans, as Offshore Rate Loans, with an interest period longer than one month shall terminate. (b) The Company shall deliver a Notice of Conversion/ Continuation to be received by the Agent not later than 10:00 a.m. (San Francisco Chicago time) at least (i) at least three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one Business Day in advance of the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A1) the proposed Conversion/Continuation Date; (B2) the aggregate amount of Loans to be converted or continued; (C3) the 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. (c) If If, upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans denominated in Dollars into Base Rate Loans and such Offshore Rate Loans which are not denominated in Dollars into Offshore Rate Loans with an interest period of one month, in each case, effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank 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 held by each BankLender. (e) Unless the Majority Banks Required Lenders and the Required Term Lenders otherwise consent, during the existence of a Default or an Event of Default, the Company may not elect to have a Loan denominated in Dollars 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 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 Section 2.04(bSUBSECTION 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $1,000,000 or a higher integral multiple of $250,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $1,000,000 or a higher integral multiple of $250,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 1,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof250,000); provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (San Francisco time) (i) 12:00 noon (Chicago time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 12:00 noon (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, 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 ratably according to the respective outstanding principal amounts Percentages of the Loans with respect to which the notice was given held by each BankLenders. (e) Unless the Majority Banks Required Lenders otherwise consentagree, 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, unless the Agent shall otherwise consent, 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 Section 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 Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans5,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 1,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Type; or or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that 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 $1,000,0005,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 11:00 a.m. (San Francisco Houston time) at least (i) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one (1) Business Day in advance of the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 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 Revolving Loans or Term Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, 3,000,000 or that is in the case of Base Rate Loans, or (2) $1,000,000 or any an integral multiple of $100,000 250,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0003,000,000, or that is in an integral multiple of $100,000 250,000 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, 3,000,000 such Offshore Rate Loans may, upon written notice by the Company delivered to the Agent and the Swing Line Lender concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in the absence of such a conversion, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Agent not later than 10:00 10:30 a.m. (San Francisco Chicago time) at least (i) at least three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank applicable 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 held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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 twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b): subsection 2.4(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 Revolving Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans2,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 1,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $100,000 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 $1,000,0002,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time) at least (i) at least three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, ------------------------------------- upon irrevocable written notice to the Agent in accordance with Section 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 Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans10,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 5,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Type; or or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $100,000 5,000,000 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 $1,000,00010,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Agent not later than 10:00 (i) 9:00 a.m. (San Francisco time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) 9:00 a.m. (San Francisco time) on or before the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 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 Section 2.04(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $1,000,000 or a higher integral multiple of $250,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $1,000,000 or a higher integral multiple of $250,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans, or (2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $1,000,000, 1,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof250,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 11:00 a.m. (San Francisco Chicago time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) on or before not later than 11:00 a.m. (Chicago time) one Business Day prior to the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, 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 ratably according to the respective outstanding principal amounts Percentages of the Loans with respect to which the notice was given held by each BankLenders. (e) Unless the Majority Banks Required Lenders otherwise consentagree, 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, unless the Agent shall otherwise consent, 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 Section 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 Revolving Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than (1) $1,000,000, in the case of Base Rate Loans2,000,000, or (2) $1,000,000 or any that is in an integral multiple of $100,000 1,000,000 in excess thereof, in the case of Offshore Rate Loans ) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $100,000 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 $1,000,0002,000,000, 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. The Company may aggregate Base Rate Loans to be converted into Offshore Rate Loans. (b) The Company shall deliver a Notice of Conversion/ Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (San Francisco Dallas, Texas time) at least (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on or before one Business Day in advance of the Conversion/ Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, 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 Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 held by each Bank. (e) Unless the Majority Banks otherwise consent, 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 twelve different Interest Periods in effect.