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 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 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 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. (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. 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 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 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. (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 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 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 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 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 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. (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 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 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 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 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 (or U.S. Government Securities Business Days in the case of Term Benchmark 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. Notice Number of Business Days Prior below: 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 Prepayment of Term Benchmark 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. Any such notice of optional prepayment, reduction or termination of Commitments or borrowing may be subject to the satisfaction (or waiver by the Company) of one or more conditions set forth therein. 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 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 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 12.9, 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 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 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. (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 and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) 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, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as 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 Borrowing and prepayment of Swingline Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Term SOFR Loans 2 Conversions or reduction Continuations of Term SOFR Loans 2 Borrowing, Conversions or Continuations of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Borrowing, Conversions or Continuations of Alternative Currency Loans denominated in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Prepayment of Term SOFR Loans 2 Prepayment of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Prepayment of Alternative Currency Loans which are denominated in a Special Notice Currency 5 Terminations or reductions of Commitments 3 Optional prepayment ofAny notices of the type described in this Section which are received by the Agent (and, or conversions intoif applicable, 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 the Swingline Lender) 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 be in writing and shall specify the amount and the Class of the Aggregate Revolving 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 Exhibit F or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans 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 Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount 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 Term SOFR Loan or Alternative Currency Term Rate Loan 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 of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative . (b) 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 applicable to a borrowing of a Loan, or the duration of any Interest Period for any Term SOFR Loan or Alternative Currency Term Rate Loan, within the time period and otherwise as provided in this Section 4.05Section, such Loan (if outstanding as a LIBOR Term SOFR 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 Term SOFR 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 ; provided, however, that in the event that Borrower has elected 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 in this Section 4.05Alternative Currency Term Rate Loan, such LIBOR Alternative Currency Term Rate Loan shall have be continued as an Alternative Currency Term Rate Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Loan. During the existence of a Default, no Term SOFR Loans may be requested as, converted to or continued as Term SOFR Loans without the consent of the Required Lenders, no Alternative Currency Loans may be requested as or continued as Alternative Currency Loans, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans 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 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 Loans, of the duration of Interest Periods and of the capitalization of interest 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 Days Prior NOTICE PRIOR NOTICE Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversio Base Rate Loans, or capitalization of inns into, ABR Loans 1 Conversion into a Base Rate Loan) terest (upon same day Borrowing or optional prepayment of, conversions Conversions into, continuations 3 Continuations as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing Eurodollar Loans, or capitalization of ABR Loans same day interest (upon Conversion into a Eurodollar Loan) 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, converted, continued or prepaid amount and the amount (subject to Section 4.04) and 4.04 hereof), 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. Each such notice of capitalization of interest shall specify the interest to which such capitalization is to relate. 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 Administrative the 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 Administrative the Agent by telephone not later than 1:00 p.m., 12 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 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 Revolving Credit 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 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 which are Base Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration 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 for a 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 the 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. 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 Revolving Credit 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 Revolving Credit Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify (i) the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and prepaid, (ii) the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and (iii) 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 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., 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 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 Credit Agreement 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), and each such notice of borrowing, Conversion or Continuation, as the case may be, shall be accompanied by a certificate of the Company setting forth in reasonable detail the calculation of the Aggregate Projected Loan Amount as of the date of such borrowing, Conversion or Continuation, as the case may be. 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 noticenotice referred to in this Section 4.05. 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 addition, not later than 10:00 a.m. New York time on each Base Rate Continuation Date the event that Borrower has elected Company shall deliver to borrow or convert Loans into LIBOR Loans but fails to select the duration Administrative Agent a certificate of any Interest Period for any LIBOR Loans within the time period and otherwise Company setting forth in reasonable detail the calculation of the Aggregate Projected Loan Amount as provided in this Section 4.05, of such LIBOR Loan shall have an Interest Period of one monthdate.

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., 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: CREDIT AGREEMENT ---------------- Number of Business Days Prior NOTICE BUSINESS DAYS PRIOR Termination or reduction of Commitments 3 Optional 2 Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans (other than any such borrowing on the Effective Date) 1 Borrowing of Base Rate Loans on the Effective Date 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. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails 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 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 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.364-Day 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), 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 (i) the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and prepaid, (ii) the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and (iii) 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 the Borrower to Administrative Agent the Lender of terminations any termination or reductions reduction of the CommitmentsCommitment, of Borrowings, conversions, continuations and optional prepayments borrowings of Mortgage Loans and of Classes prepayments of Loans, of Types of Mortgage Loans and of the duration of Interest Periods pursuant to Section 2.06 shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Lender not later than 1:00 p.m., 2:00 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, Borrowingborrowing, 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 below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Commitment 15 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Mortgage Loans 3 Borrowing of ABR Loans same day 5 Each such notice of termination or reduction of Commitment shall specify the amount and the Class of the Commitments Commitment to be terminated or reduced. Each such Notice notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Mortgage 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 borrowing of Mortgage Loans shall be substantially in the duration form of an Interest Period Exhibit B hereto and shall specify the Loans amount (subject to Section 4.04) to be borrowed, the date of borrowing (which shall be a Business Day), the Debt Service Ratio immediately prior to and immediately after such Interest Period is borrowing and shall be accompanied by such other information as the Lender may reasonably request. Each notice of borrowing by the Borrower hereunder shall constitute a certification by the Borrower to relate. Administrative Agent shall promptly notify the Lenders effect set forth in clauses (a), (b) and (e) of Section 6.02 (both as of the contents date of each such notice. In notice and, unless the event that Borrower fails otherwise notifies the Lender prior to select the Type date of Loan within the time period and otherwise such borrowing, 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 date of 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 monthborrowing).

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 (or the Swingline Lender, as the case may be) not later than 1:00 p.m.11:00 a.m. (In the case of notices in respect of Eurodollar Loans), 12:00 noon (in the case of notices in respect of Base Rate Loans) and 2:00 p.m. (In the case of notices in respect of Swingline Loans), 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, BorrowingCREDIT AGREEMENT 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 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 or prepayment of ABR Swingline Loans or termination or reduction of Swingline Commitment 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.

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., 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 Borrowing of, or conversions into, ABR Loans 1 or Daily Simple SOFR Loans same day Optional prepayment of ABR Loans or Daily Simple SOFR Loans same day Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Term SOFR Loans 3 Borrowing of ABR Loans same day 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 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 Term 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 or Daily Simple SOFR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan or Daily Simple SOFR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Term SOFR 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 4.05, such LIBOR Term SOFR 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 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., 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 1 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. 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 Credit Agreement ---------------- (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.

Certain Notices. Notices by Borrower XL Capital to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations reductions of borrowings and optional prepayments of Loans and of Classes of Loans, of Types and Currencies 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, in the case of borrowings or electronic mail)prepayment of, or duration of Interest Periods for, Eurocurrency Loans denominated in a Foreign Currency, London time) 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: AMENDED AND RESTATED CREDIT AGREEMENT Number of Business Notice Days Prior Termination ------ ---------- Borrowing or reduction prepayment of Commitments 3 Optional Base Rate Loans same day Borrowing or prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods Period for, LIBOR Eurocurrency Loans denominated in Dollars 3 Borrowing or prepayment of, or duration of ABR Interest Period for, Eurocurrency Loans same day denominated in a Foreign Currency 5 Each such notice of termination or reduction of the Commitments 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 optional prepayment shall specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.04) 4.04 hereof), Type and Type Currency of each Loan to be borrowedborrowed or prepaid, converted, continued or prepaid and the date of borrowing, conversion, continuation borrowing or optional prepayment (which shall be a Business Day). Each such notice of , the duration of an Interest Period shall specify of the Loans to which such Interest Period is to relatebe borrowed or prepaid. The 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 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 CommitmentsCommitments and of borrowings, of BorrowingsConversions, conversions, continuations Continuations and optional prepayments of Loans and of Classes of 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 of 3 Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day 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), and each such notice of borrowing, Conversion or Continuation, as the case may be, shall be accompanied by a certificate of the Company setting forth in reasonable detail the calculation of the Aggregate Projected Loan Amount as of the date of such borrowing, Conversion or Continuation, as the case may be. 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 noticenotice referred to in this Section 4.05. 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 addition, not later than 10:00 a.m. New York time on each Base Rate Continuation Date the event that Borrower has elected Company shall deliver to borrow or convert Loans into LIBOR Loans but fails to select the duration Administrative Agent a certificate of any Interest Period for any LIBOR Loans within the time period and otherwise Company setting forth in reasonable detail the calculation of the Aggregate Projected Loan Amount as provided in this Section 4.05, of such LIBOR Loan shall have an Interest Period of one monthdate.

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 and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) 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 Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Revolving Loans as Libor Loans denominated in US Dollars 3 Conversions or prepayment or the first day Continuations of such Interest Period specified Revolving Loans denominated 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 US Dollars and termination or reduction of Commitments 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Revolving Loans in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, ABR Conversions or Continuations of Revolving Loans in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Borrowing or optional prepayment ofPrepayment of Revolving Loans which are Libor Loans denominated in US Dollars 3 Prepayment of Revolving Loans which are Libor Loans denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of Revolving Loans which are Libor Loans denominated in a Special Notice Currency 5 Any notices of the type described in this Section which are received by the Agent (and, conversions intoif applicable, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the Swingline Lender) 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 Aggregate 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 Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans 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 Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount 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 Loan or an IBOR Loan 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 applicable to a borrowing of a Loan, or the duration of any Interest Period for any Libor Loan or IBOR Loan, within the time period and otherwise as provided in this Section 4.05Section, such Loan (if outstanding as a LIBOR Libor Loan or an IBOR 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 Libor Loan or IBOR 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 ; provided, however, that in the event that Borrower has elected 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 Loan denominated in this Section 4.05an Alternative Currency, such LIBOR Libor Loan shall have be continued as a Libor Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. The Borrower may not borrow any Libor Loan or IBOR Loan, Convert any Base Rate Loan into a Libor Loan or IBOR Loan, Continue any Libor Loan as a Libor Loan or Continue any IBOR Loan as an IBOR Loan if the Applicable Rate for such Libor Loan or IBOR Loan (as applicable) would exceed the Maximum Rate. (c) Except as otherwise provided herein, a Libor Loan may be continued or converted only on the last day of an Interest Period for such Libor Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Libor Loans (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 Loans 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 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 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 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 (or the Swingline Lender, as the case may be) not later than 1:00 p.m.11:00 a.m. (in the case of notices in respect of Eurodollar Loans), 12:00 noon (in the case of notices in respect of Base Rate Loans) and 2:00 p.m. (in the case of notices in respect of Swingline Loans), 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, 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 or prepayment of ABR Swingline Loans or termination or reduction of Swingline Commitment 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 Except as otherwise provided in the Common Security Agreement with respect to prepayments of Senior Debt required thereby, notices by the Borrower to the Administrative Agent of terminations borrowings, termination or reductions reduction of the Commitments, Commitments and Optional Prepayments of Borrowings, conversions, continuations and optional prepayments of Bank Senior 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)time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionreduction or prepayment, Borrowingas the case may be, conversion, continuation specified below: Type of Notice Required Prior Notice -------------- --------------------- Borrowing of Bank Senior 5 Business Days Loans Termination or prepayment or Reduction of 10 Business Days Commitments Prepayments of Bank Senior 30 Business Days which shall Loans become irrevocable 5 Business Days prior to the first day date of such Interest Period specified in Optional Prepayment provided; that the table below (unless otherwise agreed certificate of the Independent Engineer to by Administrative Agent in its sole discretion)be attached to a Notice of Borrowing may be delivered separately no later than one Business Day prior to the date of such borrowing. If received later than 10:00 a.m., provided that Borrower may make any New York time on 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 number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment ofprior to the relevant date, or conversions intosuch notice shall be effective on the next succeeding Business Day, 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 unless the Borrower is notified by the Administrative Agent that such notice shall be effective on the original Business Day. Each such notice of termination borrowing or reduction Optional Prepayment 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 Bank Senior Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.042.02 and Section 2.07 hereof) and Type of each Bank Senior Loan to be borrowed, converted, continued borrowed or prepaid and the date of borrowing, conversion, continuation borrowing or prepayment Optional Prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period termination or reduction shall specify the Loans amount (subject to which such Interest Period is Section 2.10) of the Commitments to relatebe terminated or reduced. The Administrative Agent shall promptly notify the Bank Senior Lenders of the contents of each such notice. In notice (and in any event by the event that Borrower fails to select Business Day after 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 monthAdministrative Agent's receipt thereof).

Certain Notices. Notices by Borrower the Company 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. 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: Credit Agreement 54 - 49 - Number of Business Notice Days Prior ------ ---------- Termination or reduction of Revolving Credit 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 Revolving Credit 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 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 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. below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional Three Borrowing or prepayment of Base Rate Loans One Conversion into Base Rate Loans Three Borrowing or prepayment of, or conversions 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 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, 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, 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 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 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. 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 BUSINESS DAYS NOTICE PRIOR NOTICE ------------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR same day Base Rate 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 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, converted, continued or prepaid and the amount (subject to Section 4.04) 4.04 hereof), Type and Type Class 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 in Section 2.03 --------------- hereof with respect to Competitive Bid 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., 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, BorrowingConversion, 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 below: Credit Agreement ---------------- - 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 Period for, Eurodollar Loans 3 provided that, with respect to the Syndicated Loans made on the Amendment Effective Date, notice of the borrowing of, and the duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day may be given prior to the Amendment Effective Date so long as the Company shall have indemnified the Banks on terms comparable to those contained in Section 5.05 hereof. 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 4.044.06 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 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 4.054.07, 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 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., 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 Credit Agreement 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 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 Within thirty days after the occurrence of a Person’s acquisition any Event of Default actually known to 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 Class, 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 12.8, notice of such Interest Period is exercise to relate. Administrative Agent shall promptly notify the Lenders Holders of the contents Normal ITS and the Capital ITS, unless 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 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 Trust Agreement 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 ITS and the Stripped ITS, 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 ITS and Stripped ITS, 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 charged with the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

Certain Notices. Notices by Borrower to the Administrative Agent by the Borrower of terminations or reductions of the Commitments, and by the 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 below: Bridge Credit Agreement ----------------------- 23 -19- 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 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 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 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, 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 (or U.S. Government Securities Business Days in the case of Term Benchmark 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 Prepayment of Term Benchmark 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. Any such notice of optional prepayment, reduction or termination of Commitments or borrowing may be subject to the satisfaction (or waiver by the Company) of one or more conditions set forth therein. 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 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 Each such notice of termination or reduction 3 (a) shall specify the amount and the Class certify that all proceeds of the Commitments 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 be terminated or reduceduse of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans notice which includes reference 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. 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 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 Business Notice 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 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, 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 2 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 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 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. (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.9:30 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 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 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., 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 4 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 Credit Agreement 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 As provided in Section 2.01(c)(iii) hereof, the provisions of this Section 4.05, such LIBOR Loan 4.05 shall have an Interest Period of one monthnot apply to Swingline Loans.

Certain Notices. Notices by any Borrower (which shall be given only by GFC on behalf of such Borrower) to Administrative the Facility Agent of terminations or reductions and Ex-Im Bank of the Commitmentsborrowing, conversion and prepayment of Borrowings, conversions, continuations each Loan and optional prepayments of Loans and of Classes of Loans, of Types of Loans and termination of the duration of Interest Periods Credit (or any part thereof) shall be irrevocable and shall be effective only if in writing and received by Administrative the Security Trustee, the Facility Agent by telephone and Ex-Im Bank not later than 1:00 p.m., twelve (12) noon (New York time (promptly followed by written notice via facsimile or electronic mail), time) on at least the number of days or Business Days Days, as the case may be, prior to the date of the relevant termination, reductionborrowing, Borrowing, conversion, continuation conversion or prepayment specified below or such lesser number of days or Business Days as may in any case be agreed by the first day Facility Agent (with the approval 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 Ex-Im Bank): <TABLE> <CAPTION> Number of Days or Notice Business Days Prior ----------------------------------- ------------------- <S> <C> 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 Credit 5 Business Days Borrowing of ABR Loans same day a Floating Rate Loan 3 Business Days Borrowing of a Fixed Rate Loan 5 Business Days Conversion of Floating Rate Loan to 10 Business Days </TABLE> 9 <PAGE> [Loan Agreement] Fixed Rate Loan Prepayment of Loan 20 Business Days Each such notice Notice of termination or reduction Borrowing hereunder shall (i) specify the date of borrowing (which shall be a Business Day), the aggregate principal 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 relevant Loan to be borrowedborrowed on such date and whether such Loan is to bear interest at a Fixed Rate or a Floating Rate, converted, continued (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by GFC on behalf of the relevant Borrower or prepaid Borrowers. Each Conversion Notice hereunder shall (i) specify the Conversion Date and the aggregate principal amount of the relevant Loan to be converted on such date and (ii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Any notice of prepayment shall (i) specify the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) and the related Aircraft, and the aggregate principal amount of the relevant Loan to be prepaid on such date and (ii) be signed by GFC on behalf of the relevant Borrower. Each such Any notice of termination or reduction of the duration of an Interest Period Credit shall (i) specify the Loans amount of the Credit to which such Interest Period is to relatebe terminated and (ii) be signed by GFC on behalf of the Borrower Parties. Administrative The Facility 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 to Administrative Agent of terminations or reductions of the Commitmentsborrowings hereunder, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loansthe Project Loan, of Types of Loans and selection of the duration of Interest Periods Periods, and conversion to or continuation of a LIBOR Loan or a Base Rate Loan shall be irrevocable and shall be effective only if received by Administrative Agent by telephone in writing or telephonically not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed and if telephonically, also confirmed in writing by written notice via facsimile or electronic mail), 5:00 p.m. New York time) 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 occurrence specified below: <TABLE> <CAPTION> Notice Prior Notice Requirements ------ ------------------------- <S> <C> Borrowing (including initial selection of such Base 3 London Business Rate Loan/LIBOR Loan/Cost of Funds Rate Days for LIBOR Loan/Interest Period specified in for each borrowing) Loan 1 Business Day for Base Rate Loan (and, with respect to the table below (unless otherwise agreed to by Administrative Agent in its sole discretion)Initial Advance only, provided that Borrower may make any such notice conditional upon the occurrence of if a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of LIBOR Loan) Optional Prepayment 5 Business Days Prior Termination or reduction Selection 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, Period 3 London Business Days Conversion to LIBOR Loans Loan or Base Rate Loan 3 Borrowing of ABR Loans same day London Business or continuation as LIBOR Loan Days </TABLE> Each such notice of termination or reduction optional prepayment 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 Building Loan to be borrowedprepaid, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) and such other details as Agent may -17- <PAGE> reasonably request. Each such notice Notwithstanding the foregoing or anything else to the contrary contained herein, Agent and Lenders shall have the right to apply any prepayment of the duration Loan, regardless of an Interest Period shall specify how specified by Borrower, in such order and priority as between the Loans to which such Interest Period is to relate. Administrative Building Loan, the Supplemental Loan and the Project Loan as Agent shall promptly notify the Lenders designate in its sole discretion. Borrower hereby acknowledges that it is Agent's and Lenders' expectation that prepayments shall be applied first in payment 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 Project Loan, then 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 payment of the then current Interest Period for such Supplemental Loan or (if outstanding as an ABR and, lastly, in payment of the Building 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. (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 and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) 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, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as 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 Borrowing and prepayment of Swingline Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Libor Loans 3 Conversions or reduction Continuations of Libor Loans 3 Borrowing, Conversions or Continuations of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Borrowing, Conversions or Continuations of Alternative Currency Loans denominated in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Prepayment of Libor Loans 3 Prepayment of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Prepayment of Alternative Currency Loans which are denominated in a Special Notice Currency 5 Terminations or reductions of Commitments 3 Optional prepayment ofAny notices of the type described in this Section which are received by the Agent (and, or conversions intoif applicable, 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 the Swingline Lender) 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 be in writing and shall specify the amount and the Class of the Aggregate Revolving 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 Exhibit F or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans 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 Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount 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 Loan or Alternative Currency Term Rate Loan 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 of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative . (b) 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 applicable to a borrowing of a Loan, or the duration of any Interest Period for any Libor Loan or Alternative Currency Term Rate Loan, within the time period and otherwise as provided in this Section 4.05Section, 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 Libor 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 ; provided, however, that in the event that Borrower has elected 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 in this Section 4.05Alternative Currency Term Rate Loan, such LIBOR Alternative Currency Term Rate Loan shall have be continued as an Alternative Currency Term Rate Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (c) Except as otherwise provided herein, a Libor Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Loan. During the existence of a Default, no Libor Loans may be requested as, converted to or continued as Libor Loans without the consent of the Required Lenders, no Alternative Currency Loans may be requested as or continued as Alternative Currency Loans, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans 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 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., New York time 12:00 p.m. (promptly followed by written notice via facsimile or electronic mail), Eastern Standard 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 ---------------------------------------------------------------------------------------------- Borrowings or reduction Repayments of Loans which are Base Rate Loans or 1 LIBOR Loans not having a designated Interest Period Borrowings or Repayments of Loans which are LIBOR Loans having a 2 designated Interest Period Prepayments of Loans 2 Terminations or Reductions 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 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 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 D 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 Borrowers 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 Borrower fails the Borrowers fail 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 The Borrowers 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 Maximum 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 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. 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 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 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 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 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 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 Lead Borrower to 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 Administrative Agent by telephone (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 1:00 3:00 p.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, Borrowing, conversion, continuation or prepayment proposed Loan Transaction 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 below: Request for Loan Advance 10 Optional Prepayment 3 Optional prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Conversions into, Continuations as, borrowings in or changes in duration of Interest Periods Period for, LIBOR LIBOR-based 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 4.042.4(6)) 3 Each Loan Transaction notice shall specify the amount, Type, Interest Period and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowingsuch proposed Loan Transaction, conversionand in the case of a Request for Loan Advance, continuation or prepayment (which shall be accompanied by all documentation required by this Agreement as a Business Day)condition precedent to the applicable Loans. Notices for Conversions and Continuations shall be in the form of Exhibit E. 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. In the case of a Request for Loan Advance, Administrative Agent shall promptly notify the Lenders of their respective Proportionate Shares of the contents of each such noticeamount approved by Administrative Agent and the Construction Consultant. In the event that If Lead Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any LIBOR-based Loan within the required time period and otherwise as provided in this Section 4.052.6(4), such Loan (if outstanding as a LIBOR LIBOR-based 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 Continued 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 LIBOR-based Loan shall have with an Interest Period of one month(1) month (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next Interest Period) or, if outstanding as a Base Rate Loan, will remain as a Base Rate Loan.

Certain Notices. Notices The Notice of Borrowing and notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations Conversions and Continuations and of 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, 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 below: Notice of a Person’s acquisition or sale or any incurrence Borrowing if for Base Rate Loans and notices of indebtedness or issuance prepayment of Equity Interests. Notice Number of Business Days Prior Base Rate Loans same day Termination or reduction of Commitments 3 Optional Notice of Borrowing if for Eurodollar Loans or notices of prepayment of, or conversions Conversion into, ABR Loans 1 Borrowing or optional prepayment Continuation of, conversions into, continuations as, or and duration of an Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the aggregate amount and the Class of the Commitments to be terminated or reduced. Each such Notice reduced and each notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans amount 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 and each notice of Conversion or Continuation shall specify the amount to be Converted or Continued and the duration of an the ensuing Interest Period therefor. The Notice of Borrowing shall be in substantially the form of Exhibit D hereto and shall specify the amount of the Borrowing (subject to Section 4.04 hereof) and the Borrowing Date. The Notice of Continuation shall be substantially in the form of Exhibit G hereto; provided, that if the Borrower shall fail to provide a timely Notice of Continuation, the applicable Interest Period shall specify the Loans be deemed to which such Interest Period is to relatebe one month. The Administrative Agent shall promptly notify the affected 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 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 Except as specified in Section 3.03 with respect to Competitive Loans, notices to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversions, continuations conversions 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 (or, in the case of borrowings or prepayments of Base Rate Loans, 10:30 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 below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of Base Rate Loans 0 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 Period for, LIBOR Fixed Rate 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, conversion, continuation conversion or prepayment shall specify the amount, Class and Type of the Loans to be borrowed, converted, continued converted or prepaid and the amount (subject to Section 4.04) Sections 3.02 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 Fixed Rate 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 Borrower the Company fails to select the Type duration of Loan any Interest Period for any Fixed Rate Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanFixed Rate Loans) will be automatically converted into an ABR Loan Base Rate Loans on the last day of the then current Interest Period for such Loan Loans or (if outstanding as an ABR LoanBase Rate Loans) 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 monthBase Rate Loans.