Conversion and Continuation of Outstanding Ratable Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are either converted into Eurocurrency Advances in accordance with this [Section 2.3.4] or are repaid in accordance with Section 2.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:

Changes in Interest Rate, etc 26

Ratable Advances. Each Ratable Advance hereunder shall consist of Loans made to a Borrower from the several [[Organization B:Organization]] ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The aggregate outstanding amount of Competitive Bid Advances shall reduce each Lender’s Commitment ratably in the proportion such Lender’s Commitment bears to the Aggregate Commitment regardless of which Lender or [[Organization B:Organization]] make such Competitive Bid Advances.

Conversion and Continuation of Outstanding Loans. Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurodollar Loans pursuant to this Section 2.11 or are repaid in accordance with Section 2.9. Each Eurodollar Loans shall continue as a Eurodollar Loan until the end of the then applicable Interest Period therefor, at which time such Eurodollar Loans shall be automatically converted into a Floating Rate Loan unless # such Eurodollar Loans is or was repaid in accordance with Section 2.9 or # [[Organization A:Organization]] shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurodollar Loans continue as a Eurodollar Loan for a subsequent Interest Period. [[Organization A:Organization]] may elect from time to time to convert all or any part of a Floating Rate Loan into a Eurodollar Loan. [[Organization A:Organization]] shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Loan into a Eurodollar Loan or continuation of a Eurodollar Loan not later than 11:00 a.m. (New York, New York time) at least three Business Days prior to the date of the requested conversion or continuation, specifying:

Types of Ratable Advances. The Ratable Advances may be Floating Rate Advances or Eurocurrency Ratable Advances, or a combination thereof, selected by the Company in accordance with [Section 2.3.3].

Continuation. Except as expressly amended and modified pursuant to the terms of this First Amendment, the Agreement continues in full force and effect. In the event of any conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall govern. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Continuation. The Company intends to continue this ERA indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this ERA.

Continuation. Except as specifically amended hereby, the Omnibus Plan shall continue in full force and effect.

“Ratable Advance” means a borrowing hereunder by a Borrower # made by [[Organization B:Organization]] on the same Borrowing Date, or # converted or continued by [[Organization B:Organization]] on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Ratable Loans of the same Type and, in the case of Eurocurrency Ratable Loans, in the same Agreed Currency and for the same Interest Period.

The undersigned hereby gives you notice pursuant to Section 2.02(c) of the Credit Agreement that the undersigned hereby requests a [Conversion] [Continuation] of outstanding Borrowings, and in connection with that request sets forth below the information relating to such [Conversion] [Continuation] (the “Proposed [Conversion] [Continuation]”) as required by Section 2.02(c) of the Credit Agreement: