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.

Conditions to Borrowing, Continuation and Conversion. As a condition precedent to the borrowing, continuation and conversion of the Term Loan:

Conversion and Continuation of Outstanding Advances. Each Floating Rate Advance shall continue as a Floating Rate Advance unless and until converted into a Eurocurrency Advance pursuant to this [Section 2.9] or repaid in accordance with [Section 2.7]; provided that Swingline Loans may not be converted into a Eurocurrency Advance. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time:

Conversion and Continuation of Revolving Loans. The Borrower shall have the right, subject to the terms and conditions of this Agreement, to # Convert all or a portion of the outstanding principal amount of Loans of one Class and Type made to it into a Borrowing or Borrowings of another Type of the same Class of Loans that can be made to it pursuant to this Agreement and # Continue a Borrowing of Eurodollar Loans or Foreign Currency Loans, as the case may be, at the end of the applicable Interest Period as a new Borrowing of the same Class of Eurodollar Loans or Foreign Currency Loans (in the same Designated Foreign Currency as the original Foreign Currency Loan) with a new Interest Period; provided, however, that # no Foreign Currency Loan may be Converted into a Base Rate Loan, Eurodollar Loan or a Foreign Currency Loan that is denominated in a different Designated Foreign Currency, and # any Conversion of Eurodollar Loans into Base Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans.

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:

To exercise its option pursuant to this [Section 2.8], the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent not later than 1:00 p.m. (New York City time) # on the proposed Conversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, and # at least three Business Days in advance of the proposed Conversion/Continuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent, not later than the applicable time set forth above, telephonic notice of any proposed conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice. Except as otherwise provided herein, a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to [Section 2.17(c)].

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 Benchmark Advances in accordance with this [Section 2.3.4] or are repaid in accordance with [Section 2.8]. Each Benchmark Ratable Advance shall continue as a Benchmark Ratable Advance until the end of the then applicable Interest Period therefor, at which time:

Changes in Interest Rate, etc 26

SECTION # Conversion/Continuation.