Common use of Certain Notices Clause in Contracts

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.3:00 PM, New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the date which is the number of calendar days or Business Days Days, as applicable, prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period proposed Loan Transaction specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 immediately below: Optional prepayment of, or conversions Prepayment 10 calendar days Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations as, borrowings in, or changes in duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing Business Days (prior to first day of ABR next applicable Interest Period for such Conversion Continuation or change) Notices of the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In If the event that Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days (or, in the case of SOFR Loans, U.S. Government Securities Business Days) Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR SOFR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower ▇▇▇▇▇▇▇▇ fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR SOFR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower ▇▇▇▇▇▇▇▇ has elected to borrow or convert Loans into LIBOR SOFR Loans but fails to select the duration of any Interest Period for any LIBOR SOFR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR SOFR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon Within 30 days after the occurrence of any Event of Default actually known to a Person’s acquisition Responsible Officer of the Property Trustee or sale the Administrative Trustees, the Property Trustee or any incurrence the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.9, notice of indebtedness such Event of Default to the Holders of each Affected Series, unless such Event of Default shall have been cured or issuance of Equity Interestswaived. Notice Number of For so long as Notes are included within the Trust Property, within five Business Days Prior Termination or reduction after the receipt of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration Depositor’s exercise of an Interest Period its right to defer the payment of interest on the Notes pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall specify transmit, in the Loans manner and to which the extent provided in Section 12.9, notice of such Interest Period is exercise to relate. Administrative Agent shall promptly notify the Lenders Holders of the contents Normal APEX and the Capital APEX, unless by like notice such exercise shall have been revoked. If during any calendar year any original issue discount shall have accrued on the Notes, the Depositor shall file with each Paying Agent (including the Property Trustee if it is a Paying Agent) promptly at the end of each such noticecalendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. In the event that Borrower fails to select the Type of Loan For so long as Stock Purchase Contracts are included within the time period Trust Property, within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer Contract Payments, the Property Trustee or the Administrative Trustees shall transmit, in the manner and otherwise as to the extent provided in this Section 4.0512.9, notice of such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on exercise to the last day Holders of the then current Interest Period for Normal APEX and the Stripped APEX, unless such Loan or (if outstanding exercise shall have been revoked. For so long as an ABR Loan) will remain asshares of Preferred Stock are included within the Trust Property, or (if within five Business Days after the receipt of notice of the Depositor’s determination not then outstanding) will to pay dividends on a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.9, notice of such decision to the Holders of the Normal APEX and Stripped APEX, unless such notice shall have been revoked. The Property Trustee shall not be made as, an ABR Loan. In the event that Borrower has elected deemed to borrow or convert Loans into LIBOR Loans but fails to select the duration have knowledge of any Interest Period for any LIBOR Loans within Event of Default unless the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Property Trustee shall have an Interest Period received written notice or a Responsible Officer of one monththe Property Trustee having direct responsibility for the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.(a) with respect to same-day borrowings or prepayments of Base Rate Loans, 11:00 a.m. New York time on the date of the relevant borrowing or prepayment and (promptly followed by written notice via facsimile b) with respect to borrowings other than same-day Base Rate Loans or electronic mail)prepayments of Loans other than Base Rate Loans, 1:00 p.m. New York time on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional Borrowing of same-day Base Rate Loans and prepayment of, or conversions into, ABR of Base Rate Loans Same day Borrowing of non-same day Base Rate Loans 1 Conversions into Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., p.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least Credit Agreement ---------------- the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by any Borrower to Administrative the Agent of terminations each borrowing pursuant to Section 2.4, and each prepayment or reductions conversion pursuant to Section 2.5 and each renewal pursuant to Section 2.6(b), and each reduction or termination of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Commitments pursuant to Section 2.7 shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time City time, and (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified a) in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence case of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment borrowings and prepayments of, conversions intointo and (in the case of Fixed Rate Loans) renewals of (i) Variable Rate Loans, continuations asgiven (A) on the Banking Day therefor with respect to borrowings of and conversions into Variable Rate Loans and (B) one Banking Day prior thereto with respect to prepayments of Variable Rate Loans; (ii) Eurodollar Loans, given three Banking Days prior thereto; (iii) Money Market Loans, given as set forth in Section 2.13; (b) in the case of reductions or duration termination of Interest Periods forthe Commitments, LIBOR Loans 3 Borrowing of ABR Loans same day given three Banking Days prior thereto. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, convertedprepaid, continued converted or prepaid renewed and the amount (subject to Section 4.042.9) and Type type of each Loan the Loans to be borrowed, or converted, continued or prepaid or renewed (and, in the case of a conversion, the type of Loans to result from such conversion and, in the case of a Fixed Rate Loan, the Interest Period therefor) and the date of borrowingthe borrowing or prepayment, conversion, continuation or prepayment conversion or renewal (which shall be a Business Banking Day). Each such notice of the duration of an Interest Period reduction or termination shall specify the Loans amount of the Commitments to which such Interest Period is to relatebe reduced or terminated. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, Any such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will notices may be made asby any Borrower to the Agent telephonically, an ABR Loanconfirmed promptly by hand delivery or facsimile of a written notice specifying the necessary information described above. In the event that Borrower has elected to borrow case of borrowings, the notice shall be in the form of the Notice of Borrowing required by Section 4.2. In the case of conversions or convert Loans into LIBOR Loans but fails to select renewals, the duration notice shall be substantially in the form of any Interest Period for any LIBOR Loans within the time period and otherwise Notice of Conversion/Renewal attached hereto as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.Exhibit B.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.3:00 PM, New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the date which is the number of calendar days or Business Days Days, as applicable, prior to the date of the relevant terminationproposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions into, reductionContinuations as, Borrowingor borrowings in Base Rate Loans 3 Business Days Conversions into, conversionContinuations 3 Business Days as, continuation borrowings in, or prepayment or the changes in (prior to first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or next duration of Interest Periods for, LIBOR applicable Interest Period Eurodollar Loans 3 Borrowing for such Conversion Continuation or change) Notices of ABR the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In If the event that Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the CommitmentsCommitments and of borrowings, of BorrowingsConversions, conversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction 2 of Commitments 3 Optional Borrowing or prepayment of 1 Base Rate Loans Borrowing or prepayment of, 3 Conversions of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent --------------- of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., p.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans (including, if applicable, the particular Series of Incremental Facility Loans) to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.Credit Agreement ----------------

Certain Notices. Notices by the Borrower to the --------------- Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. (i) Notices by the Borrower to the Administrative Agent (and, as applicable, the Collateral Agent) of optional terminations or reductions of the Commitments, borrowings of BorrowingsLoans, conversions, continuations and optional prepayments of Loans, Continuations of Eurodollar Loans and of Classes of Loans, of Types Conversions of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (and, as applicable, the Collateral Agent) not later than 1:00 p.m.11:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionprepayment, continuation Continuation or prepayment Conversion or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Notice Prior Termination ---------------------------------------------------------------- ------------- Optional termination or reduction of the Commitments; optional 5 prepayment of Loans Borrowing of, Continuation of, or Conversion into Eurodollar Loans 3 Borrowing of or Conversion into, Prime Rate Loans 1 (ii) Each such notice of optional termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the such Commitments to be terminated or reduced. . (iii) Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class and Type of Loans to be borrowed, convertedConverted, continued Continued or prepaid and prepaid, the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid prepaid, and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). . (iv) Each such notice of the duration Conversion shall contain a certification of an Interest Period shall specify Authorized Officer of the Loans Borrower that the requirements of Section 2.01(c) have been satisfied with respect to which such Interest Period is to relate. Conversion. (v) The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made asor Continued, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05applicable, such LIBOR as a Eurodollar Loan shall have having an Interest Period of one monththree months.

Certain Notices. (a) Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Loan Commitments 3 Optional prepayment ofBorrowing (except the Term Loan Borrowing for the Fee Funding), Conversions into or conversions intofrom, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Continuations of Interest Periods for, LIBOR and Prepayments of Eurodollar Loans 3 5 Borrowing (except the Term Loan Borrowing for the Fee Funding) or Prepayment of ABR Base Rate Loans same day 1 Term Loan Borrowing for the Fee Funding 1 Each such notice of termination or reduction a Borrowing (each such notice, a “Notice of Borrowing”) shall specify be in substantially the amount and form of Exhibit B-2, shall be subject to the Class satisfaction of the Commitments conditions set forth in Article VI and shall specify, among other things: (i) the amounts of such Borrowing; (ii) the requested date of such Borrowing, which must be a Monthly Transfer Date (except for Term Loan Borrowing for the Fee Funding, which must be on or within two (2) Business Days after the Closing Date); (iii) a reasonable description of the specific use of the proceeds of the requested Borrowing, which use shall satisfy the conditions set forth in Section 8.09; (iv) the requested Type of Loan comprising such Borrowing and (v) with respect to be terminated or reduceda Borrowing of Eurodollar Loans, the requested Interest Period for each such Loan. Each such Notice notice of BorrowingConversion, conversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowedConverted, converted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowingConversion, conversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05Loan, such Loan (x) if outstanding as a LIBOR Eurodollar Loan, will remain as a Eurodollar Loan, (y) if outstanding as a Base Rate Loan, will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such remain as a Base Rate Loan or (if outstanding as an ABR Loanz) will remain as, or (if not then outstanding) , will be made as, an ABR as a Base Rate Loan. In the event that the Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Period, the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Borrower shall be deemed to have selected an Interest Period of one monthmonth for such Eurodollar Loan. (b) Notices by the Borrower to the LC Issuing Bank and the Agent of requests for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) shall be irrevocable and shall be effective only if received by the LC Issuing Bank and the Agent by hand delivery or fax (or transmitted by electronic communication, if arrangements for doing so have been approved by the LC Issuing Bank) not later than 11:00 am New York City time 5 Business Days prior to the date of the proposed issuance. Each such notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended (each such notice, an “Issuance Request”) shall be substantially in the form of Exhibit B-3 and shall specify: (i) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(c)), (iii) the Stated Amount of such Letter of Credit, (iv) the name and address of the beneficiary thereof and (v) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the LC Issuing Bank, the Borrower also shall submit a letter of credit application on the LC Issuing Bank’s standard form in connection with any request for a Letter of Credit.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon Within 30 days after the occurrence of any Event of Default actually known to a Person’s acquisition Responsible Officer of the Property Trustee or sale the Administrative Trustees, the Property Trustee or any incurrence the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.8, notice of indebtedness such Event of Default to the Holders of each Affected Series, unless such Event of Default shall have been cured or issuance of Equity Interestswaived. Notice Number of For so long as Notes are included within the Trust Property, within five Business Days Prior Termination or reduction after the receipt of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such written notice of the duration Depositor’s exercise of an Interest Period its right to defer the payment of interest on the Notes pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall specify transmit, in the Loans manner and to which the extent provided in Section 12.8, notice of such Interest Period is exercise to relate. Administrative Agent shall promptly notify the Lenders Holders of the contents Normal PPS and the Capital PPS, unless by like notice such exercise shall have been revoked. If during any calendar year any original issue discount shall have accrued on the Notes, the Depositor shall file with each Paying Agent (including the Property Trustee if it is a Paying Agent) promptly at the end of each such noticecalendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. In the event that Borrower fails to select the Type of Loan For so long as Stock Purchase Contracts are included within the time period Trust Property, within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer Contract Payments, the Property Trustee or the Administrative Trustees shall transmit, in the manner and otherwise as to the extent provided in this Section 4.0512.8, notice of such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on exercise to the last day Holders of the then current Interest Period for Normal PPS and the Stripped PPS, unless such Loan or (if outstanding exercise shall have been revoked. For so long as an ABR Loan) will remain asshares of Preferred Stock are included within the Trust Property, or (if within five Business Days after the receipt of notice of the Depositor’s determination not then outstanding) will to pay dividends on a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.8, notice of such decision to the Holders of the Normal PPS and Stripped PPS, unless such notice shall have been revoked. The Property Trustee shall not be made as, an ABR Loan. In the event that Borrower has elected deemed to borrow or convert Loans into LIBOR Loans but fails to select the duration have knowledge of any Interest Period for any LIBOR Loans within Event of Default unless the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Property Trustee shall have an Interest Period received written notice or a Responsible Officer of one monththe Property Trustee having direct responsibility for the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. (New York, New York time (promptly followed by written notice via facsimile or electronic mail)York, time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Notice Business Days Prior Termination ------ ------------------- Terminations or reduction Reductions of Commitments 3 Optional prepayment of, or conversions into, ABR 1 Borrowings of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration which are Base Rate Loans 2 Borrowings of Interest Periods for, LIBOR Loans which are Eurodollar Loans 3 Borrowing Prepayments of ABR Loans same day 3 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.8 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit C hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to use of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each notice which includes reference to the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR such Eurodollar Loans within would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the CommitmentsCommitments and of borrowings, of BorrowingsConversions, conversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: 51 Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans (including, if applicable, the particular Series of Incremental Facility Term Loans) to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business ofBusiness Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Committed Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 p.m. New York time (promptly followed by written notice via facsimile or electronic mail), 3:00 p.m. New York time in the case of a prepayment of Base Rate Loans) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional prepayment (Business Days) Borrowing of, or conversions into, ABR : Base Rate Loans 0 Term SOFR Loans 3 (U.S. Government Securities Business Days) Prepayment of: Base Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR (Business Days) Term SOFR Loans 3 Borrowing of ABR Loans same day (U.S. Government Securities Business Days) Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowing, conversion, continuation borrowing or prepayment shall specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.045.4) and Type type of each Loan the Loans to be borrowed, converted, continued borrowed or prepaid and the date of borrowing, conversion, continuation borrowing or prepayment (which shall be a Business Day). Each such notice ) and, with respect to borrowings of Term SOFR Loans, the duration of an Interest Period shall specify the Loans to which such Interest Period is to relatetherefor. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Term SOFR Loans within the time period and otherwise as provided in this Section 4.055.5, such LIBOR Loan Loans shall have an Interest Period of one monthbe made as Base Rate Loans.

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans the Loan and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or prepayment as specified below: Borrowing, conversionConversions, continuation Continuations and prepayment of Swingline Advances 0 Borrowing of the Revolving Loan as all or prepayment a portion of the Base Rate Balance 1 Borrowing of the Revolving Loan as a Libor Balance denominated in US Dollars 3 Conversions or Continuations of Balances under the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination Revolving Loan and termination or reduction of Commitments denominated in US Dollars 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Balances under the Revolving Loan in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, ABR Loans Conversions or Continuations of Balances under the Revolving Loan in a Special Notice Currency 5 Prepayment of the Revolving Loan which is all or a portion of the Base Rate Balance 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Prepayment of Interest Periods for, LIBOR Loans the Revolving Loan which is a Libor Balance 3 Borrowing Prepayment of ABR Loans same day the Revolving Loan which is a Libor Balance denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of the Revolving Loan which is a Libor Balance denominated in a Special Notice Currency 5 Any notices of the type described in this Section which are received by the Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Loans Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (i) the amount of the Loan to be borrowed, converted, continued borrowed or prepaid and or the Balances to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Advance), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Balance to result from such Conversion; (iv) in the case of a borrowing, the Type of Balance or Balances to be applicable to such borrowing and the amounts thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Balance or an IBOR Balance is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice . (b) Any notices by the Borrower of the duration type described in this Section may be made orally or in writing and, if made orally, must be confirmed immediately in writing (which may be by telecopy, provided that such telecopy is promptly followed by delivery of an Interest Period shall specify original signed notice) on the Loans to same Business Day on which such Interest Period oral notice is given; provided that any such oral notice shall be deemed to relatebe controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice. Administrative The Agent shall promptly notify the affected Lenders of the contents of each such noticenotice on the date of its receipt of the same or, if received after the applicable time set forth above on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Balance applicable to a borrowing of the Loan, or the duration of any Interest Period for any Libor Balance or IBOR Balance, within the time period and otherwise as provided in this Section 4.05Section, such Loan Balance (if outstanding as a LIBOR LoanLibor Balance or an IBOR Balance) will be automatically converted Converted into an ABR Loan the Base Rate Balance on the last day of the then current Interest Period for such Loan Libor Balance or IBOR Balance or (if outstanding as an ABR Loana portion of the Base Rate Balance) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In a portion of the event Base Rate Balance; provided, however, that Borrower has elected in the case of a failure to borrow or convert Loans into LIBOR Loans but fails to select the duration timely request a continuation of any Interest Period for any LIBOR Loans within the time period and otherwise as provided Libor Balances denominated in this Section 4.05an Alternative Currency, such LIBOR Loan Libor Balance shall have be continued as a Libor Balance in its original currency with an Interest Period of one month. No Balance may be converted into or continued as a Balance denominated in a different currency, but instead must be prepaid in the original currency of such Balance and reborrowed in the other currency. The Borrower may not borrow under the Loan as a Libor Balance or an IBOR Balance, Convert any portion of the Base Rate Balance into Libor Balances or IBOR Balances, Continue any Libor Balance as a Libor Balance or Continue any IBOR Balance as an IBOR Balance if the Applicable Rate for such Libor Balance or IBOR Balance (as applicable) would exceed the Maximum Rate. (c) Except as otherwise provided herein, a Libor Balance may be continued or converted only on the last day of an Interest Period for such Libor Balance. During the existence of a Default, no Balances may be requested as, converted to or continued as Libor Balances (whether in US Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Libor Balances denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Committed Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 p.m. New York time (promptly followed by written notice via facsimile or electronic mail), 3:00 p.m. New York time in the case of a prepayment of Base Rate Loans) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional prepayment (Business Days) Borrowing of, or conversions into, ABR : Base Rate Loans 0 Term SOFR Loans 3 (U.S. Government Securities Business Days) Prepayment of: Base Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR (Business Days) Term SOFR Loans 3 Borrowing of ABR Loans same day (U.S. Government Securities Business Days) Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowing, conversion, continuation borrowing or prepayment shall specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.045.4) and Type type of each Loan the Loans to be borrowed, converted, continued borrowed or prepaid and the date of borrowing, conversion, continuation borrowing or prepayment (which shall be a Business Day). Each such notice ) and, with respect to borrowings of Term SOFR Loans, the duration of an Interest Period shall specify the Loans to which such Interest Period is to relatetherefor. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Term SOFR Loans within the time period and otherwise as provided in this Section 4.055.5, such LIBOR Loan Loans shall have an Interest Period of one monthbe made as Base Rate Loans.

Certain Notices. Notices by The Borrower shall give notices to the Administrative Agent of all borrowings, terminations or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, such notices to be substantially in the form of Exhibit C hereto. Each such notice shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.12:00 noon, New York time (promptly followed by written notice via facsimile or electronic mail)Central Time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionConversion, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence below: Notice Notice of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days BusinessDays Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans 1 0 Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing of ABR Loans same day 2 Each such notice of termination or reduction shall specify that it relates to the amount Revolving Credit Loan Commitments and the Class aggregate amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class aggregate amount of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type amount, the type of each Loan Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type type of Loan, or the duration of any Interest Period, for any LIBOR Loan within the time period and otherwise as provided in this Section 4.052.16, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In If the event that Administrative Agent receives a notice from the Borrower has elected of a requested borrowing of a Base Rate Loan by 12:00 noon, Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Banks by 1:00 p.m., Central Time, on the time period and otherwise same Business Day, and, as provided in Section 2.3(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 2:00 p.m., Central Time, on the same Business Day. Similarly, if the Administrative Agent receives a notice from the Borrower of a requested borrowing of a LIBOR Loan by 12:00 noon, Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to the Banks by 1:00 p.m., Central Time, on the same Business Day, and, as provided in Section 2.3(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 2:00 p.m., Central Time, on the second Business Day thereafter. In addition to the notices provided for in this Section 4.052.16, the Borrower shall provide notice to the Administrative Agent of payments to be made by the Borrower on Base Rate Loans, such LIBOR Loan shall have an Interest Period notice to be provided by 12:00 noon, Central Time, on the date of one monthpayment.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. (New York, New York time (promptly followed by written notice via facsimile or electronic mail)York, time) on at least the Business Day which is the required number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretionas applicable), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. in each case as specified below: Notice Number of ------ Business Days Prior Termination ------------------- Terminations or reduction Reductions of Commitments 3 Optional prepayment 1 Borrowings of Loans which are Base Rate Loans 2 Borrowings of, Conversions to or conversions into, ABR Continuations 3 of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration which are Eurodollar Loans Prepayments of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.8 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit C hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to use of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each notice which includes reference to the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR such Eurodollar Loans within would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. Notices by Borrower Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices to the Administrative Agent by the Company of terminations or reductions of the Commitments, and by any Borrower of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by the Administrative Five-Year Credit Agreement Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that a Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Fixed Rate Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Fixed Rate Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.(a) with respect to same day borrowings or prepayments of Base Rate Loans, 11:00 a.m. New York time on the date of the relevant borrowing or prepayment and (promptly followed by written notice via facsimile b) with respect to borrowings other than same-day Base Rate Loans or electronic mail)prepayments of Loans other than Base Rate Loans, 1:00 p.m. New York time on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional Borrowing of same day Base Rate Loans and prepayment of, or conversions into, ABR of Base Rate Loans Same day Notice Number of Business Days Prior Borrowing of non-same day Base Rate Loans 1 Conversions into Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the CommitmentsCommitment, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of ------ Business Days Prior ------------------- Termination or reduction Ten of Commitments 3 Optional the Commitment Borrowing or prepayment of, Same day or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions Two into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing or prepayment of, Conversions Same day into, Continuations as, or duration of ABR Interest Period for, Money Market Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments Commitment to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan or Money Market Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan or a Money Market Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional 10 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. (Dallas, New York time (promptly followed by written notice via facsimile or electronic mail)Texas, time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day below: Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.7 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Notices of borrowings, Conversions, Continuations or prepayments shall be in the form of Exhibit E hereto, appropriately completed as applicable. Each such notice of which includes reference to the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.052.8, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR such Eurodollar Loans within would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. Notices by The Borrower shall give notices to the Administrative Agent of all borrowings, terminations or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods periods, such notices to be substantially in the form of Exhibit D hereto. Each such notice shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Central Time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionConversion, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans; or borrowing or prepayment of Swingline Loans 1 0 Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR Libor Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify that it relates to the amount Revolving Credit Loan Commitments and the Class aggregate amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class aggregate amount of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type amount, the type of each Loan Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type type of Loan, or the duration of any Interest Period, for any Libor Loan within the time period and otherwise as provided in this Section 4.052.17, such Loan (if outstanding as a LIBOR Libor Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In If the event that Administrative Agent receives a notice from the Borrower has elected of a requested borrowing of a Base Rate Loan by 10:00 a.m., Central Time, on any Business Day, then the Agent shall give written notice of such requested borrowing to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Banks by 11:00 a.m., Central Time, on the time period and otherwise same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the same Business Day. Similarly, if the Administrative Agent receives a notice from the Borrower of a requested borrowing of a Libor Loan by 10:00 a.m., Central Time, on any Business Day, then the Agent shall give written notice of such requested borrowing to the Banks by 11:00 a.m., Central Time, on the same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the third Business Day thereafter. Notwithstanding anything in this Section 4.052.17 to the contrary, such LIBOR if the Borrower gives notice of a requested borrowing of a Swingline Loan to the Swingline Lender by 2:00 p.m., Central Time, on any Business Day, then, subject to all other terms and conditions of this Agreement, the Swingline Lender shall have an Interest Period of one monthdisburse the requested Swingline Loan on the same Business Day.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business ------ Days Prior ------------------- Termination or reduction of Commitments 3 Optional three Borrowing or prepayment of Base Rate Loans one Borrowing or prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations three Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Conversions into Base Rate Loans same day three Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative --------------- Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional 5 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.Credit Agreement ----------------

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversionConversion, continuation Continuation or optional prepayment shall specify specify, as applicable, the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Notices for Conversions and Continuations shall be in the form of Exhibit P. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section --------------- 2.03 with respect to the borrowing of Competitive Bid Option Loans and in Section 2.04 with respect to the borrowing of Swing Line Loans, notices by any Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of and Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 0 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Duration of ABR Interest Period for Eurodollar Loans same day of less than one month or more than six months 4 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing of Syndicated Loans shall be in substantially the form of Exhibit D-2 hereto, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and specifying the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid borrowed and the date of borrowing. Each such notice of Conversion, conversionContinuation or optional prepayment shall specify the Type of Loans to be borrowed, continuation Converted, Continued or prepaid and the amount (subject to Section 4.04) (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of Conversion, Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that such notice from the Borrower requests a borrowing or Continuation of, or a Conversion into, a Eurodollar Loan specifying an Interest Period of less than one month or more than six months, each Lender shall notify the Agent not later than 11:00 a.m. (New York City time) one Business Day after receipt of such notice as to whether funds are available to such Lender in the amount and for the Interest Period requested. Unless such funds are so available to each Lender, such notice from the Borrower shall be deemed to be canceled. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section 2.03 --------------- with respect to the borrowing of Competitive Bid Option Loans and in Section 2.04 with respect to the borrowing of Swing Line Loans, notices by any Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of and Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Notice Business Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, 0 ABR Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations 3 Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Duration of ABR Interest Period for Eurodollar Loans same day 4 of less than one month or more than six months Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing of Syndicated Loans shall be in substantially the form of Exhibit D-2 hereto, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and specifying the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid borrowed and the date of borrowing. Each such notice of Conversion, conversionContinuation or optional prepayment shall specify the Type of Loans to be borrowed, continuation Converted, Continued or prepaid and the amount (subject to Section 4.04) (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of Conversion, Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that such notice from the Borrower requests a borrowing or Continuation of, or a Conversion into, a Eurodollar Loan specifying an Interest Period of less than one month or more than six months, each Lender shall notify the Administrative Agent not later than 11:00 a.m., New York City time, one Business Day after such Lender's receipt of such notice as to whether funds are available to such Lender in the amount and for the Interest Period requested. Unless such funds are so available to each Lender, in its sole discretion, such notice (requesting an Interest Period of less than one month or more than six months) from the Borrower shall be deemed to be canceled. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an a ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an a ABR Loan) will remain as, or (if not then outstanding) will be made as, an a ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least Credit Agreement the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class (and, if applicable, the Sub-Series) of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by a Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of Swingline Loans same day Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans (other than Swingline Loans) 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of Facility under which the Commitments are to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class Facility of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that a Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the CommitmentsCom- mitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional op- tional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable ir- revocable and shall be effective only if received by Administrative the Admin- istrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant terminationter- mination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or Credit Agreement prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional 5 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continua- tion or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowingbor- rowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Inter- est Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such noticeno- ▇▇▇▇. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Euro- dollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of BorrowingsAdvances, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m.12:00 noon (Dallas, New York time (promptly followed by written notice via facsimile or electronic mail), Texas time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, BorrowingAdvance, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days Prior Termination Terminations or reduction Reductions of Commitments 3 Optional prepayment of, or conversions into, ABR 5 Borrowings of Loans as Base Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Borrowings of Interest Periods for, Loans as LIBOR Loans 3 Borrowing 2 Conversions or Continuations of ABR Loans same day 2 Prepayments of Loans which are Base Rate Loans 1 Prepayments of Loans which are LIBOR Loans 2 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of BorrowingAdvance, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.8 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowingAdvance, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Notices of Advances, Conversions, Continuations or prepayments shall be in the form of Exhibit B hereto, appropriately completed as applicable. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any LIBOR Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to may not borrow or convert any LIBOR Loans, Convert any Loans into LIBOR Loans but fails to select the duration of or Continue any Interest Period for any Loans as LIBOR Loans within if the time period and otherwise as provided in this Section 4.05, interest rate for such LIBOR Loan shall have an Interest Period of one monthLoans would exceed the Highest Lawful Rate.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.(a) with respect to same day borrowings or prepayments of Base Rate Loans, 11:00 a.m. New York time on the date of the relevant borrowing or prepayment and (promptly followed by written notice via facsimile b) with respect to borrowings other than same-day Base Rate Loans or electronic mail)prepayments of Loans other than Base Rate Loans, 1:00 p.m. New York time on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional Borrowing of same day Base Rate Loans and prepayment of, or conversions into, ABR of Base Rate Loans same day Borrowing of non-same day Base Rate Loans 1 Conversions into Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans (including, if applicable, the particular Series of Incremental Facility Loans) to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Revolving Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans Loans, and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period action specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Prior Action to Action ------ --------- Termination or reduction of Commitments 3 Optional prepayment ofCommitments, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 5 Borrowing of ABR Loans same day subject to Eurodollar Accounts, Conversions into or Continuations as Eurodollar Accounts 3 Any notices of the type described in this Section 6.3 which are received by the Agent after 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction of the Revolving Commitments shall specify the amount and the Class of the Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall shall: (a) specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.046.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the duration form of an Interest Period shall specify the Loans to which such Interest Period is to relateExhibit "I" hereto. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of the Agent's receipt of the same or, if received on or after 12:30 p.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Loan, or the duration of any Interest Period for any Eurodollar Account, within the time period and otherwise as provided in this Section 4.056.3, such Loan Account (if outstanding as a LIBOR LoanEurodollar Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Loans subject to a Eurodollar Account, Convert any Base Rate Accounts into Eurodollar Accounts, or Continue any Eurodollar Account as a Eurodollar Account if the event that Borrower has elected to borrow Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

Certain Notices. Notices by Borrower to the Administrative Agent of terminations or reductions of the Revolving Credit Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. Boston, New York Massachusetts time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Revolving Credit Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 2 Borrowing or optional prepayment of, conversions or Conversions into, continuations Alternate Base Rate Loans (including Swing Loans) same day Borrowing or optional prepayment of, Conversions into, Continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Revolving Credit Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.4) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any LIBOR Loan, within the time period and otherwise as provided in this Section 4.054.5, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR Alternate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Alternate Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR Alternate Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower Except as otherwise provided in Section 2.03 hereof with respect to Administrative Agent Money Market Loans, notices of terminations termination or reductions of the CommitmentsCommitments and of borrowings, of BorrowingsConversions, conversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans, of the Currency in which Syndicated Loans are to be denominated and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written or, in the case of any such notice via facsimile or electronic mail)relating to a Syndicated Loan denominated in a Foreign Currency, 11:00 a.m. Local Time) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversion into, continuations as, Continuation as or duration of Interest Periods Period for, LIBOR Eurocurrency Loans denominated in Dollars 3 Borrowing or prepayment of, Continuation as or duration of ABR Interest Period for, Eurocurrency Loans same day denominated in a Foreign Currency 5 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) 4.04 hereof), Class and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration borrowing of an Interest Period Syndicated Loans shall specify the Loans to Currency in which such Interest Period is Loans are to relatebe denominated. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the applicable Borrower fails to select the Currency of a Syndicated Loan, within the time period and otherwise as provided in this Section 4.05, such Loan will be denominated in Dollars unless such Loan is a Continuation of an existing Eurocurrency Loan denominated in a Foreign Currency, in which case such Syndicated Loan will be a Eurocurrency Loan denominated in such Foreign Currency. In the event that the applicable Borrower fails to select the Type of a Loan denominated in Dollars, or the duration of any Interest Period for any Eurocurrency Loan denominated in Dollars, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurocurrency Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that the applicable Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration Type of any Interest Period a Syndicated Loan but has selected a Foreign Currency as the Currency for any LIBOR Loans such Loan, within the time period and otherwise as provided in this Section 4.05, such LIBOR Syndicated Loan shall will be made as a Eurocurrency Loan denominated in such Foreign Currency. In the event that the applicable Borrower fails to select the duration of any Interest Period for any Eurocurrency Loan denominated in a Foreign Currency, within the time period and otherwise as provided in this Section 4.05, such Borrower will be deemed to have selected an Interest Period of one month's duration for such Loan.

Certain Notices. Notices Notwithstanding anything contained in Section 13.2. to the contrary, notices by Borrower the Company to Administrative the Agent of borrowings (which shall be in the form of Exhibit E-1 hereto, each a "Notice of Borrowing"), Conversions (which shall be in the form Exhibit E-2 hereto, each a "Notice of Conversion"), Continuations (which shall be in the form of Exhibit E-3 hereto, each a "Notice of Continuation"), optional terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Revolving Credit Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent in writing or by telephone promptly confirmed in writing or telecopy not later than 1:00 p.m., New York 9:00 a.m. San Francisco time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant optional termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Initial Borrowing on Closing Date 3 Termination or reduction of Commitments 3 Optional 5 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 0 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods for, LIBOR Period for Eurodollar Loans 3 Borrowing of ABR Loans same day Each Subject to Section 2.14., each such notice of optional termination or reduction of Commitments shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Revolving Credit Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.6.) and Type of each Revolving Credit Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversion, continuation or prepayment thereof (which shall be a Business Day), and each Notice of Borrowing shall also state the purpose for which the Revolving Credit Loan shall be used. Each such notice of the duration of an Interest Period shall specify the Revolving Credit Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Revolving Credit Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.this

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Facility C Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Facility C Loans, of Types of Facility C Loans and of the duration of Interest Periods shall be irrevocable (other than with respect to notices of optional prepayments, which shall be revocable, PROVIDED that upon any such revocation the Company shall be obligated to pay the Lenders any amounts payable under Section 5.05 hereof as a consequence of such revocation) and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.1:30 p.m. Charlotte, New York North Carolina time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Notice Business Days Prior ------ ------------------- Termination or reduction of Facility C Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Facility C Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Facility C Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Facility C Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Facility C Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Facility C Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Facility C Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the --------------- Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. (New York, New York time (promptly followed by written notice via facsimile or electronic mail)York, time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days Prior Termination Terminations or reduction Reductions of Commitments 3 Optional prepayment of, or conversions into, ABR 1 Borrowings of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration which are Base Rate Loans 2 Borrowings of Interest Periods for, LIBOR Loans which are Eurodollar Loans 3 Borrowing Prepayments of ABR Loans same day 3 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.8 hereof) ----------- and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit C ---------- hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested ------------------- Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.10 and (b) shall be ------------ accompanied by such other evidence as to use of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each notice which includes reference to the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Eurodollar Loan) will ----------- be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR such Eurodollar Loans within would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Loans 1 Same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.11:00 a.m. Houston, New York Texas, time (promptly followed by written notice via facsimile or electronic mail), on the date that is at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day Business Day of such Interest Period Period, specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Minimum Number of Business Notice Days Prior Notice Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment 1 of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment 3 of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversionConversion, continuation Continuation or prepayment Prepayment shall be in the form of Exhibit "B" attached hereto and shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.7 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.052.8, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day Business Day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR Loans within such Eurodollar Loan would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.3:00 PM, New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the date which is the number of calendar days or Business Days Days, as applicable, prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period proposed Loan Transaction specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 immediately below: Optional prepayment of, or conversions Prepayment 10 calendar days Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations as, borrowings in, or changes in duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing Business Days (prior to first day of ABR next applicable Interest Period for such Conversion Continuation or change) Notices of the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In If the event that Borrower fails and Co-Borrower fail to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower and Co-Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods (or the applicable interest payment date, in the case of RFR Loans) shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m. (or, in the case of Borrowings of Base Rate Loans, 11:00 a.m.) New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days (or U.S. Government Securities Business Days in the case of Term Benchmark Loans or RFR Loans) prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days / U.S. Government Securities Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Borrowing of Base Rate Loans 0 ** Prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversion into, continuations asContinuation of, or duration of Interest Periods Period for, LIBOR Term Benchmark Loans 2 Borrowing of, Conversion into, Continuation of, or interest payment date for, RFR Loans 2 Prepayment of Term Benchmark Loans or RFR Loans 3 Borrowing of ABR Loans **same day notice Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period or of an interest payment date shall specify the Loans to which such Interest Period or interest payment date is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan a Loan, or the duration of any Interest Period for any Term Benchmark Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow Continue or convert Loans Converted into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR a Term Benchmark Loan shall have with an Interest Period of one month.

Certain Notices. Notices by Borrower the Borrowers to the Administrative --------------- Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., p.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: -52- Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans (including, if applicable, the particular Series of Incremental Facility Loans) to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable (other than with respect to notices of optional prepayments, which shall be revocable, PROVIDED that upon any such revocation the Company shall be obligated to pay the Lenders any amounts payable under Section 5.05 hereof as a consequence of such revocation) and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, Loans and of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------------------------------------------- ------------------ Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of, 1 or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions 3 Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted Credit Agreement 38 into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Credit Agreement ---------------- Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitmentsborrowings, of BorrowingsConversions, conversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional Credit Agreement prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversion into, continuations asContinuation of, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Syndicated Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan a Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow Continue or convert Loans Converted into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR a Eurodollar Loan shall have with an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Revolving Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans Revolving Loans, and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Revolving Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period action specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Action Number of Business Days Prior to Action Termination or reduction of Revolving Commitments 5 Borrowing of Revolving Loans, prepayment of Revolving 3 Optional prepayment ofLoans, or conversions intorepayment of Revolving Loans which are, ABR Loans 1 Borrowing in each case, subject to Libor Accounts, Conversions into or optional prepayment of, conversions into, continuations as, or duration Continuations as Libor Accounts Any notices of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the type described in this Section 4.3 which are received by the Administrative Agent after 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall shall: (a) specify the Class of Revolving Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.044.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of Except as may otherwise be provided by Section 4.6, the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of its receipt of the same or, if received on or after 12:30 p.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Revolving Loan, or the duration of any Interest Period for any Libor Account, within the time period and otherwise as provided in this Section 4.054.3, such Loan Account (if outstanding as a LIBOR LoanLibor Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Revolving Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the event that Borrower has elected to borrow Applicable Rate for such Libor Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

Certain Notices. (a) Dollar-denominated US$ Loans; Dollar-denominated US$-Canadian Loans; and Dollar-denominated Multi-Currency Loans. Notices by Borrower to the Administrative Agent of terminations or reductions of the US$ Commitments, US$-Canadian Commitments and Multi-Currency Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Dollar-denominated US$ Loans, Dollar-denominated US$-Canadian Loans and of Classes of Loans, of Types of Dollar-denominated Multi-Currency Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (i) in the case of a notice of borrowing of Dollar-denominated US$ Loans as ABR Loans, not later than 1:00 p.m.10:00 a.m. New York Time on the relevant Borrowing Date and (ii) in the case of any other notice, not later than 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Revolving Commitments 3 Optional Borrowing or prepayment of ABR Loans Same Day Borrowing or prepayment of, conversion of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Period for Dollar-denominated Eurocurrency Loans 3 Borrowing of ABR Loans same day Prepayments required pursuant to Section 3.02(b) or 3.02(c) for Dollars 1 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments thereof to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify the Class amount and Type of the Loans to be borrowed, converted, continued converted or prepaid and the amount (subject to Section 4.04Sections 3.02(a) and Type of each Loan to be borrowed5.04 hereof), converted, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business Day) and, in the case of Eurocurrency Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. In the event that a Borrower fails to select the Type duration of Loan any Interest Period for any Eurocurrency Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanEurocurrency Loans and denominated in Dollars) will be automatically converted into an ABR Loan Loans on the last day of the then current Interest Period for such Loan Loans or (if outstanding as an ABR LoanLoans) will remain as, or (if not then outstanding) will be made as, an ABR LoanLoans. In Each Borrower shall give a copy of each notice to be given by it pursuant to this Section 5.05(a) with respect to Dollar-denominated US$ Loans or Commitments, Dollar-denominated US$-Canadian Loans or Commitments and Dollar-denominated Multi-Currency Loans or Commitments to each of the event that Borrower has elected Multi-Currency Payment Agents. (b) Non-Dollar-Denominated US$ Loans, Non-Dollar-Denominated Multi-Currency Loans and Non-Dollar-Denominated US$-Canadian Loans. Notices to borrow the Multi-Currency Payment Agent of terminations or convert reductions of US$ Commitments, Multi-Currency Commitments and US$-Canadian Commitments, of borrowings and prepayments of non-Dollar-denominated US$ Loans, non-Dollar-denominated Multi-Currency Loans into LIBOR and non-Dollar-denominated US$-Canadian Loans but fails to select and of the duration of any Interest Periods shall be irrevocable and shall be effective only if received by the Multi-Currency Payment Agent not later than 11:00 a.m. London time on the number of Business Days prior to the date of the relevant termination, reduction, borrowing and/or prepayment specified below: Termination or reduction of Revolving Commitments 3 Borrowing or prepayment of Non-Dollar-denominated US$ Loans, Multi-Currency Loans (other than Australian Dollar-denominated, Yen-denominated and Zloty-denominated Multi-Currency Loans) and non-Dollar-denominated US$-Canadian Loans 3 Borrowing of Australian Dollar-denominated, Yen-denominated and Zloty-denominated Multi-Currency Loans 4 Prepayments required pursuant to Section 3.02(b) or 3.02(c) 1 Each such notice of termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing or prepayment shall specify the amount of the Loans to be borrowed or prepaid (subject to Sections 3.02(a) and 5.04 hereof) and Type of the Loans to be borrowed, the date of borrowing or prepayment (which shall be a Business Day), the duration of the Interest Period for any LIBOR therefor (subject to the definition of Interest Period) and the currency of Loans within the time period and otherwise as provided in this Section 4.05, to be borrowed. Each such LIBOR Loan shall have notice of duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Multi-Currency Payment Agent shall promptly notify the affected Lenders of one monththe contents of each such notice. Each Borrower shall give a copy of each notice to be given by it pursuant to this Section 5.05(b) with respect to non-Dollar-denominated US$-Canadian Loans or Commitments to the Administrative Agent.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: 25 Notice Number of ------ Business Days Prior Termination or reduction of Commitments 3 Optional three Borrowing or prepayment of Base Rate Loans one Borrowing or prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations three Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Conversions into Base Rate Loans same day three Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided herein, notices by the Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (and, in the case of a borrowing or prepayment of Swingline Loans, the Swingline Lender) not later than 1:00 p.m.10:00 a.m. (or, in the case of borrowings or prepayments of Swingline Loans, 12:00 noon) New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: NUMBER OF NOTICE BUSINESS DAYS PRIOR ------- -------------------- Termination or reduction of Commitments 3 Optional 2 CREDIT AGREEMENT Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans 1 (other than any such borrowing on the Effective Date and any borrowing or prepayment of Swingline Loans) same day Borrowing of Base Rate Loans on the Effective Date and any borrowing or prepayment of Swingline Loans same day Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of borrowing or Continuation of, or Conversion into, a Eurodollar Loan shall specify the duration of an the Interest Period shall specify the Loans to which such Interest Period is to relatetherefor. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section 2.03 with respect to the borrowing of Competitive Bid Option Loans and in Section 2.04 with respect to the borrowing of Swing Line Loans, notices by any Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of and Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Notice Business Days Prior Termination or reduction of 3 Commitments 3 Optional Borrowing or prepayment of, or conversions 0 Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions 3 Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Duration of ABR Interest Period for 4 Eurodollar Loans same day of less than one month or more than six months Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing of Syndicated Loans shall be in substantially the form of Exhibit D-2 hereto, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and specifying the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid borrowed and the date of borrowing. Each such notice of Conversion, conversionContinuation or optional prepayment shall specify the Type of Loans to be borrowed, continuation Converted, Continued or prepaid and the amount (subject to Section 4.04) (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of Conversion, Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that such notice from the Borrower requests a borrowing or Continuation of, or a Conversion into, a Eurodollar Loan specifying an Interest Period of less than one month or more than six months, each Lender shall notify the Agent not later than 11:00 a.m. (New York City time) one Business Day after receipt of such notice as to whether funds are available to such Lender in the amount and for the Interest Period requested. Unless such funds are so available to each Lender, such notice from the Borrower shall be deemed to be canceled. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, 3 LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower ▇▇▇▇▇▇▇▇ fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower ▇▇▇▇▇▇▇▇ has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, Loans and of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------------------------------------- ---------- Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of, 1 or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions 3 Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted CREDIT AGREEMENT into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, and notices by any Borrower of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional 2 Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversion into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Syndicated Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that any Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Fixed Rate Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (a) if outstanding as a LIBOR Loan) Fixed Rate Loan will be automatically converted Continued as a Fixed Rate Loan having a one-month Interest Period; provided that, if such Interest Period shall, under the last sentence of the definition of the term “Interest Period” in Section 1.01 hereof, not be available hereunder, such Loan will be automatically Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loanb) will remain as, or (if not then outstanding) otherwise will be made as, an ABR or Converted into, a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.3:00 PM, New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the date which is the number of calendar days or Business Days Days, as applicable, prior to the date of the relevant terminationproposed Loan Transaction specified immediately below: Notice Number of Days Prior Optional Prepayment 10 calendar days Conversions into, reductionContinuations as, Borrowingor borrowings in Base Rate Loans 3 Business Days Conversions into, conversionContinuations 3 Business Days as, continuation borrowings in, or prepayment or the changes in (prior to first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or next duration of Interest Periods for, LIBOR applicable Interest Period Eurodollar Loans 3 Borrowing for such Conversion Continuation or change) Notices of ABR the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In If the event that Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. (a) Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types the type of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Chicago time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior prior ------ ---------- Termination or reduction of Commitments 3 Optional prepayment 5 Borrowing or repayment of, or conversions Conversions into, ABR Alternate Base Rate Loans 1 or Fed Funds Loans 0 Borrowing or optional prepayment repayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day 2 (b) Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing (which shall be in substantially the form of EXHIBIT B hereto), conversionConversion or Continuation (which shall be in substantially the form of EXHIBIT C hereto), continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04SECTION 4.4 hereof) and Type type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. . (c) In the event that Borrower the Company fails to select the Type type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05SECTION 4.5, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Alternate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Alternate Base Rate Loan or Fed Funds Loan) will remain asas such type of Loan, or (if not then outstanding) will be made as, an ABR Alternate Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by any Borrower to Administrative any Agent of terminations or reductions of the Commitments, Commitments and of Borrowings, conversions, continuations borrowings and optional prepayments of Loans of a Class and Conversions and Continuations of Classes of Loans, of Loans or Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail)time, in the case of the U.S. Agent, and 1:00 p.m. Toronto time, in the case of the Canadian Agent, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction 2 of Commitments 3 Optional prepayment Commitments; borrowings or prepayments of, Conversions of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR BA Loans or acceptance of Bankers' Acceptances Borrowing or prepayment of 1 or Conversion of or into Base Rate Loans or Canadian Prime Loans Borrowing or prepayment of, 3 Borrowing Conversions of ABR or into, Continuations as, or duration of Interest Period for, Eurodollar Loans same day Request for issuance or 3 Continuation of Letters of Credit Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and the Class, Type and Currency, if applicable, of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day)) and, if applicable, the relevant Interest Period. Each such notice of the duration of an Interest Period shall specify the Class and Loans to which such Interest Period is to relate. Administrative The Relevant Agent shall promptly notify the Lenders Relevant Banks of the contents of each such notice. In With respect to U.S. Loans, in the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In With respect to Canadian Loans, in the event that any Canadian Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the Type of Loan, or the duration of any Interest Period for any LIBOR Loans Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an (if outstanding as a Eurodollar Loan, BA Loan or Base Rate Loan) will be automatically Converted into a Canadian Prime Loan, in the Equivalent Amount, if applicable, on the last day of the then current Interest Period of one monthfor such Loan or (if outstanding as a Canadian Prime Loan) will remain as, or (if not then outstanding) will be made as, a Canadian Prime Loan.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m. (or, in the case of Borrowings of Base Rate Loans, 11:00 a.m.) New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Borrowing of Base Rate Loans 0** Prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversion into, continuations asContinuation of, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans ** same day notice Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan a Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow Continue or convert Loans Converted into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR a Eurodollar Loan shall have with an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, Loans and of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior --------------------------------------------- ---------------------- Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of, 1 or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions 3 Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR provided that a notice to borrow Base Rate Loans to finance the Series C Reimbursement Obligations may be given on a same day basis. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional 5 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Credit Agreement Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Agent and the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments or repayments of Loans and of Classes of Loans, of Types of Loans Interest Deferral Notes and of the duration Conversion and Continuation of Interest Periods Accounts shall be irrevocable and shall be effective only if received by the Agent and the Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 11:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingprepayment, conversionrepayment, continuation Conversion or Continuation; provided, however, that notices of prepayment or repayment of Loans subject to Libor Accounts and Conversions into or Continuations as Libor Accounts shall only be effective if received by the first day of such Interest Period specified in Agent and the table below (unless otherwise agreed to by Administrative Agent by 11:00 a.m. on the Business Day three days prior to the relevant prepayment, repayment, Conversion or Continuation. Notices by the Borrower to the Agent and the Administrative Agent of borrowings of Loans subject to Prime Rate Accounts shall be irrevocable and shall be effective only if received by the Agent and the Administrative Agent not later than 11:00 a.m. on the Business Day of the relevant borrowing. Notices by the Borrower to the Agent and the Administrative Agent of borrowings of Loans subject to Libor Accounts shall be irrevocable and shall be effective only if received by the Agent and the Administrative Agent not later than 11:00 a.m. on the Business Day three days prior to the relevant borrowing. Any notices of the type described in its sole discretion), provided that Borrower may make any such notice conditional upon this Section 7.3 which are received by the occurrence of Agent or the Administrative Agent after the applicable time set forth above on a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity InterestsBusiness Day shall be deemed to be received and shall be effective on the next Business Day. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount applicable Commitments to be affected and the Class amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall specify (a) the Class of Loans to be borrowedborrowed or prepaid, converted, continued the Interest Deferral Notes to be prepaid or prepaid and the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.04Sections 2.1 and 7.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; and (e) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice Except for notices of borrowings under Section 7.1, the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of its receipt of same or, if received on or after the applicable time set forth above on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Account applicable to a Loan within the time period and otherwise as provided in this Section 4.057.3, such Loan Account (if outstanding as a LIBOR LoanLibor Account) will be automatically converted Converted into an ABR Loan a Prime Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Prime Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Prime Rate Account. In The Borrower may not borrow any Loans subject to a Libor Account, Convert any Prime Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the event that Borrower has elected Applicable Rate for such Libor Accounts would exceed the Maximum Rate. Section 2.13 Amendments to borrow or convert Loans into LIBOR Loans but fails to select Sections 7.4. (a) The second sentence of Section 7.4(a)(ii) of the duration Credit Agreement is hereby amended by (i) inserting the words "and the Interest Deferral Notes" after the word "Loans"; and (ii) deleting the phrase "seventy-five percent (75%)" and inserting the phrase "fifty percent (50%)" in lieu thereof. (b) Section 7.4(a)(iii) of any the Credit Agreement is hereby amended by inserting the words "and the Interest Period for any LIBOR Loans within Deferral Notes" after the time period word "Loans" in the twelfth line thereof. (c) Section 7.4(a)(iv) of the Credit Agreement is hereby amended by inserting the words "and otherwise the Interest Deferral Notes" after the word "Loans" in the sixteenth line thereof. (d) Section 7.4(a) of the Credit Agreement is hereby amended by inserting two new subsections after subsection (v), as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.follows:

Certain Notices. Notices by Borrower the Borrowers shall be given to Administrative the Lender and the Agent of terminations or reductions of the Commitments, Commitment and of Borrowings, conversions, continuations borrowings and optional prepayments of Loans (other than Swingline Loans), and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods . These notices shall be irrevocable and shall be effective only if received by Administrative the Lender and the Agent by telephone not later than 1:00 p.m., New York p.m. Toronto time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Page 45 Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional prepayment Commitments; borrowings or prepayments of, Conversions of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR BA Loans 2 Borrowing or prepayment of, or Conversions of or into, Canadian Prime Loans or U.S. Base Rate Loans 1 Borrowing or prepayment of, Conversions of or into, Continuations as, or duration of Interest Period for, Eurodollar Loans 3 Borrowing Request for issuance of ABR a Letter of Credit 3 Notices by the Borrowers with respect to borrowings and optional prepayment of Swingline Loans same day shall be irrevocable and shall be effective only if received not later than 2:00 p.m. Calgary time (or 4:00 p.m. Calgary time in the case of borrowings to satisfy outstandings under the BOM Agreement) on the Business Day of the relevant borrowing or prepayment. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments Commitment to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type and Currency of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day)) and, if applicable, the relevant Interest Period. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that any Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan or U.S. Base Rate Loan) will be automatically converted Converted into an ABR a Canadian Prime Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Canadian Prime Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Canadian Prime Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the CommitmentsRevolving Loan Line Portions, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and irrevocable. All such notices shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion)below, provided that Borrower may make any such notice conditional upon received after the occurrence of time set forth above on any Business Day or on any date other than a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Business Day shall be deemed received on the next succeeding Business Day: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional the Revolving Loan Line Portions Five Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Three Each such notice of termination or reduction shall specify the amount and the Class of the Commitments Revolving Loan Line Portions to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Charlotte, North Carolina time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of borrowing shall be accompanied by a Notice of Account Designation should the Borrower wish to alter the Notice of Account Designation then in effect. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.