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 PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. Notices by Borrower 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 PERIODS 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 Trust Agreement 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 If at any time the Company shall propose to Administrative Agent (i) declare any cash dividend upon its Common Stock; (ii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of terminations its Common Stock; (iii) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or reductions other rights; (iv) reorganize, or reclassify the capital stock of the CommitmentsCompany, or consolidate, merge or otherwise combine with, or sell all or substantially all of Borrowingsits assets to another corporation; (v) voluntarily or involuntarily dissolve, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and liquidate or wind up the affairs of the duration Company; or (vi) redeem or purchase any shares of Interest Periods its capital stock or securities convertible into its capital stock, then the Company shall give to the Holder of this Warrant, by certified or registered mail, (i) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be irrevocable taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 15 days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be effective only if received entitled thereto, and any notice required by Administrative Agent by telephone not later than 1:00 p.m., New York time clause (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction ii) shall specify the amount and date on which the Class holders 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 Common Stock shall be a Business Day). Each entitled to exchange their Common Stock for securities or other property deliverable upon such notice of reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as 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 monthcase may be.

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

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

Certain Notices. Notices by 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 PERIODS below: Notice Number of Business Days Prior Termination or reduction of Commitments 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 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. NOTICE PERIODS 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 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 PERIODS Notice below: 51 Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans (including, if applicable, the particular Series of Incremental Facility Term Loans) to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by 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 PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. (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, 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. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing, Conversions, Continuations and prepayment of Swingline Advances 0 Notice Number of Business Days Prior Borrowing of the Revolving Loan as all or 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 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 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 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 PERIODS 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. (a) Dollar-denominated US$ Loans; Dollar-denominated US$-Canadian Loans; and Dollar-denominated Multi-Currency Loans. Notices by Borrower to the Administrative Agent of terminations or reductions of the US$ Commitments, US$-Canadian Commitments and Multi-Currency Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Dollar-denominated US$ Loans, Dollar-denominated US$-Canadian Loans and of Classes of Loans, of Types of Dollar-denominated Multi-Currency Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (i) in the case of a notice of borrowing of Dollar-denominated US$ Loans as ABR Loans, not later than 1:00 p.m.10:00 a.m. New York Time on the relevant Borrowing Date and (ii) in the case of any other notice, not later than 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior 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 the event that Each Borrower has elected shall give a copy of each notice to borrow or convert Loans into LIBOR Loans but fails be given by it pursuant to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.055.05(a) with respect to Dollar-denominated US$ Loans or Commitments, such LIBOR Loan shall have an Interest Period Dollar-denominated US$-Canadian Loans or Commitments and Dollar-denominated Multi-Currency Loans or Commitments to each of one monththe Multi-Currency Payment Agents.

Certain Notices. (a) Dollar-denominated US$ Loans and Dollar-denominated US$-Canadian Loans. Notices by Borrower to the Administrative Agent of terminations or reductions of the US$ Commitments and US$-Canadian Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Dollar-denominated US$ Loans and of Classes of Loans, of Types of Dollar-denominated US$-Canadian Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (i) in the case of a notice of borrowing of Dollar-denominated US$ Loans as ABR Loans, not later than 1:00 p.m.10:00 a.m. New York Time on the relevant Borrowing Date and (ii) in the case of any other notice, not later than 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination or reduction of 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 the event that Each Borrower has elected shall give a copy of each notice to borrow or convert Loans into LIBOR Loans but fails be given by it pursuant to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.055.05(a) with respect to Dollar-denominated US$ Loans or Commitments and Dollar-denominated US$-Canadian Loans or Commitments, such LIBOR Loan shall have an Interest Period of one monthto the Multi-Currency Payment Agent.

Certain Notices. Notices by 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 (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 1:00 p.m.12:00 noon, 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 PERIODS below: Notice Number of Business Days Prior Termination or reduction of Commitments 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 (subject to Section 2.4(6)) 3 Borrowing of ABR Loans same day 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) 2.8(4)), 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 and in the case of a Request for Loan Advance, shall be accompanied by all documentation required by this Agreement as a 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, the Administrative Agent shall notify the Lenders of their respective Proportionate Shares of the amount approved by the Administrative Agent and the Construction Consultant. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that If Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any LIBOR-based 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 4.052.8(5), such Loan (if outstanding as a LIBOR Loan) will be automatically converted into Continued as an ABR LIBOR-based Loan with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan or (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 an ABR Base Rate Loan) , will remain as, or (if not then outstanding) will be made as, an ABR as 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 PERIODS 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 by Borrower the Borrowers to the Administrative Agent of any terminations or reductions of the Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans and of Classes of Loans, of Types continuation and conversion of Loans, of type 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 11:00 a.m. Knoxville 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, continuation, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to it being understood that notices received by the Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon after 11:00 a.m. Knoxville time shall be considered timely received on the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice next Business Day): Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Commitment 10 Borrowing, continuation or prepayment of or conversion into Base Rate Loans same day Borrowing, continuation or prepayment of, or conversions conversion into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or notification of duration of Interest Periods Period for, LIBOR Loans not constituting Swing 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 Commitment to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversioncontinuation, continuation conversion or prepayment shall specify the Class of Loans to be borrowed, convertedcontinued, continued converted or prepaid and the amount (subject to Section 4.04) and Type type of each Loan the Loans to be borrowed, convertedcontinued, continued converted or prepaid and the date of borrowing, conversioncontinuation, continuation conversion or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period for LIBOR Loans not constituting Swing Loans 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 the Borrowers fail to select the Type of Loan within the time period and otherwise as provided in this Section 4.051.17 the type of Loan or the duration of the Interest Period for any LIBOR Loan not constituting a Swing Loan, such Loan (if outstanding as a LIBOR Loan) will shall be automatically converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In Notwithstanding anything to the event that Borrower has elected contrary in this Agreement or any other Loan Document, Borrowers shall not be required to borrow or convert Loans into LIBOR Loans but fails to select the duration give notice of any Interest Period Swing Loan borrowing or payment, it being the intention of the parties hereto that Swing Loans shall be available to Borrowers for any LIBOR Loans within daily cash management purposes, and all such advances and payments thereunder shall be administered by SunTrust according to the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period terms of one monththe AIS Agreement.

Certain Notices. Notices by the Borrower to Administrative Agent the Bank of terminations a termination or reductions reduction 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 Agent by telephone the Bank not later than 1:00 p.m., New York time p.m. (promptly followed by written notice via facsimile or electronic mail), Charlotte 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 PERIODS Notice below: Number of Business Notice Days Prior ________________________________________________________________________________ Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR CD Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations or Continuations as, or duration of Interest Periods 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 (a) the Class of Loans to be borrowedClass, convertedamount, continued or prepaid and the amount (subject to Section 4.04) and Type of each the 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 (b) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, within the time period and otherwise as provided in this Section 4.052.08, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a CD Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a CD Loan) will remain as, or (if not then outstanding) will be made as, an ABR a CD Loan. In the event that Borrower has elected Notices pursuant 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 month2.08 may be verbal provided that they are promptly confirmed in writing by facsimile.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by a Borrower to the Administrative Agent of terminations or reductions of the Commitments, Commitments and of Borrowings, conversions, continuations borrowings and optional prepayments of Loans and of Classes of Loans, of Tranches, Currencies and Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), 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 PERIODS Notice below: Number of Type Business Days Prior ---- ------------------- Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of same day Base Rate Loans Borrowing or prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, 3 or duration of Interest Periods Period for, LIBOR Eurocurrency Loans 3 denominated in Dollars Borrowing or prepayment of, 4 or duration of ABR Interest Period for, Eurocurrency Loans same day denominated in an Agreed Alternative Currency 48 -44- Each such notice of termination or reduction shall specify the amount and the Class Tranche of the Commitments to be terminated or reduced. Each such Notice notice of Borrowing, conversion, continuation borrowing or optional prepayment shall be in substantially the form of Exhibit D hereto and shall specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.044.04 hereof), Tranche, Currency (in the case of Tranche A-(MC) Loans or Tranche B-(MC) Loans) and Type 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 and the identity of the Applicable Borrower; provided that any notice of borrowing given by FSB shall also be signed by COB. 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 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 PERIODS Notice below: Page 45 Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional prepayment Commitments; borrowings or prepayments of, Conversions of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR BA Loans 2 Borrowing or prepayment of, or Conversions of or into, Canadian Prime Loans or U.S. Base Rate Loans 1 Borrowing or prepayment of, Conversions of or into, Continuations as, or duration of Interest Period for, Eurodollar Loans 3 Borrowing Request for issuance of ABR a Letter of Credit 3 Notices by the Borrowers with respect to borrowings and optional prepayment of Swingline Loans same day shall be irrevocable and shall be effective only if received not later than 2:00 p.m. Calgary time (or 4:00 p.m. Calgary time in the case of borrowings to satisfy outstandings under the BOM Agreement) on the Business Day of the relevant borrowing or prepayment. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments Commitment to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type and Currency of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day)) and, if applicable, the relevant Interest Period. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that any Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan or U.S. Base Rate Loan) will be automatically converted Converted into an ABR a Canadian Prime Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Canadian Prime Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Canadian Prime Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.11:00 a.m. Dallas, New York Texas, time (promptly followed by written notice via facsimile on the Business Day of the borrowing, Conversion to or electronic mail), prepayment of a Base Rate Loan and on at least the number of Business Days Day prior to the date of the relevant other 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 PERIODS below: ================================================================================ Notice Number of Business Days Prior ------------------------------------------ ------------------------------------ Termination or reduction of 1 Commitments 3 Optional prepayment 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 for, LIBOR 3 Libor Loans 3 Borrowing of ABR Loans same day ================================================================================ Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued, or prepaid and the amount (subject to Section 4.042.7 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Libor Loan, within the time period and otherwise as provided in this Section 4.052.8, 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 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 Libor Loans, Convert any Loans into LIBOR Libor Loans, or Continue any Loans but fails to select as Libor Loans if the duration of any Interest Period interest rate for any LIBOR Loans within such Libor Loan would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate or if a Default exists.

Certain Notices. Notices by The Borrower shall give notices to the Administrative Agent of all borrowings, terminations or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, such notices to be substantially in the form of Exhibit D hereto. Each such notice shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Central Time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionConversion, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number Notice of Business Days Prior Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans; or borrowing or prepayment of Swingline Loans 1 0 Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR 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 4.052.17, 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 10:00 a.m., 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 11:00 a.m., Central Time, on the time period and otherwise same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the same Business Day. Similarly, if the Administrative Agent receives a notice from the Borrower of a requested borrowing of a LIBOR Loan by 10:00 a.m., Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to the Banks by 11:00 a.m., Central Time, on the same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the second Business Day thereafter. Notwithstanding anything in this Section 4.052.17 to the contrary, if the Borrower gives notice of a requested borrowing of a Swingline Loan to the Swingline Lender by 2:00 p.m., Central Time, on any Business Day, then, subject to all other terms and conditions of this Agreement, the Swingline Lender shall disburse the requested Swingline Loan on the same Business Day. In addition to the notices provided for in this Section 2.17, the Borrower shall provide notice to the Administrative Agent of payments to be made by the Borrower on Base Rate Loans and Swingline Loans, such LIBOR Loan shall have an Interest Period notice to be provided by 10:00 a.m., Central Time, on the date of one monthpayment, in the case of Base Rate Loans and by 2:00 p.m., Central Time, on the date of payment, in the case of Swingline Loans.

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

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

Certain Notices. Notices by the Borrower (which shall be given only at the direction of Sublessee) to Administrative Agent of terminations or reductions the Security Trustee, the Guaranteed Lender and Ex-Im Bank of the Commitments, of Borrowings, conversions, continuations borrowing and optional prepayments of Loans and of Classes of Loans, of Types of Loans and prepayment of the duration Loan and termination of Interest Periods the Total Commitment shall be irrevocable and shall be effective only if in writing and received by Administrative Agent by telephone the Guaranteed Lender, the Security Trustee or Ex-Im Bank, as the case may be, not later than 1:00 p.m., (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, 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 PERIODS below: Notice Number of Business Banking Days Prior Termination or reduction of Total 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 Banking Days Borrowing of ABR Loans same day Each a Loan Banking Days Prepayment of a Loan Banking Days under Section 2.4(a) [Form of Guaranteed Loan Agreement] The Notice of Borrowing shall (i) specify the date of borrowing (which shall be a Banking Day) and the aggregate principal amount of the Loan to be borrowed on such date and the Aircraft to be financed, (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by the Borrower and countersigned by Sublessee. Any 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 Loan Payment Date and a Banking Day)) and the aggregate principal amount of the Loan to be prepaid on such date. Each such Any notice of the duration of an Interest Period termination shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders amount of the contents of each such notice. In Total Commitment to be terminated and signed by 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 monthcountersigned by Sublessee.

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

Certain Notices. Notices by Borrower the Company to 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 Revolving Credit Loans, of Types of Revolving Credit Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.p.m. (or 3:00 p.m. in the case of a borrowing or prepayment of, Conversions into, Continuations as, or the duration of an Interest Period for, Eurodollar Loans) 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 optional 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 below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Three 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 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 Revolving Credit Loan to be borrowed, convertedConverted, continued Continued or prepaid and prepaid, the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each , and, if any such notice of Revolving Credit Loan is to be borrowed or Continued as, or Converted into, a Eurodollar Loan, the duration of an the Interest Period shall specify the Loans to which for such Interest Period is to relateRevolving Credit Loan. 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 Revolving Credit Loan, or the duration of any Interest Period for any Eurodollar Revolving Credit Loan, within the time period and otherwise as provided in this Section 4.05, such Revolving Credit 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 Revolving Credit Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations each Borrowing of Revolving Loans given pursuant to SECTION 2.04, and each prepayment or reductions conversion pursuant to SECTION 2.05 and each renewal pursuant to SECTION 2.06(B), and each reduction or termination of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of Commitments or the duration of Interest Periods Swing Line Commitments pursuant to SECTION 2.07 shall be irrevocable and shall be effective only on the Banking Day of receipt, if received by Administrative the Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail)City time, and otherwise, on at least the number of Business Days prior to Banking Day following the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified receipt, and (a) in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence case of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment Borrowings and prepayments of, conversions intointo and (in the case of Eurodollar Loans) renewals of (i) Variable Rate Loans, continuations asgiven one Banking Day prior thereto; and (ii) Eurodollar Loans, given three Banking Days prior thereto; and (b) in the case of reductions or duration termination of Interest Periods forthe Commitments or the Swing Line Commitments, LIBOR Loans 3 Borrowing of ABR Loans same day given three Banking Days prior thereto. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, convertedprepaid, continued converted or prepaid renewed and the amount (subject to Section 4.04SECTION 2.09) and Type type of each Loan the Loans to be borrowed, or converted, continued or prepaid or renewed (and, in the case of a conversion, the type of Loans to result from such conversion and, in the case of conversion into a Eurodollar Loan, the Interest Period therefor) and the date of borrowingthe Borrowing or prepayment, conversion, continuation or prepayment conversion or renewal (which shall be a Business Banking Day). Each such notice of the duration of an Interest Period reduction or termination shall specify the Loans amount of the Commitments or the Swing Line Commitments to which such Interest Period is be reduced or terminated. Notices pursuant to relateSECTIONS 2.13 AND 2.14 shall be given as provided in those Sections. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In Any notice given to the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05Agent hereunder shall be confirmed promptly by telex, 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 telecopy 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 monthother writing.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Revolving Credit Commitments, of Borrowingsborrowings, conversionsConversions, continuations CREDIT AGREEMENT Continuations and optional and mandatory prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable (except that notices of a mandatory prepayment pursuant to Section 2.10 hereof may be revoked if the respective event giving rise to such prepayment does not occur, subject, however, to the obligation of the Borrower to compensate the Lenders for any loss, cost or expense incurred in connection with such revoked notice pursuant to Section 5.04 hereof) 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 PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Revolving Credit Commitments 3 Optional prepayment Borrowings of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment same day Borrowings of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Optional Prepayments of ABR Loans same day 3 Mandatory Prepayments of Loans 1 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 relevant 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 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 Borrower 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 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 (subject to Section 4.01(d) hereof) 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 below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions into, ABR of Base Rate Loans 1 Borrowing or optional prepayment of, conversions conversion of or into, continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Prepayments of ABR Eurodollar Loans same day required pursuant to Section 3.02(b) 1 provided, however, that, for purposes of the borrowing of the initial Loans hereunder, notice of such borrowing shall be effective if received by the Administrative Agent not later than 10:00 a.m. New York time on the date of such borrowing. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments of each Class 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 4.04Sections 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 Eurodollar 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 Eurodollar Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanEurodollar 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.

Certain Notices. Notices by the Borrower to Administrative the Agent of --------------- terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.11:00 a.m. (Houston, New York time Texas, time) or, with respect to Bankers' Acceptances, 9:00 a.m. (promptly followed by written notice via facsimile or electronic mail)Houston, Texas, time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Notice Business Days Prior Termination or reduction ------ ------------------- Borrowing of Commitments 3 Optional prepayment of, or conversions into, ABR Term Loans which are Prime Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Term Loans which are Eurodollar Loans 3 Borrowing of ABR Revolving Credit Loans same day which are Prime Rate Loans 1 Borrowing of Bankers' Acceptances 2 Conversions or Continuations of Loans 3 Prepayments of Term Loans 5 Prepayments of Revolving Credit Loans 1 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 borrowedborrowed (including, convertedwith respect to any Revolving Credit Loans, continued whether any such Loans shall consist of Swingline Advances), Converted, Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Notices of borrowings, Conversions, Continuations or prepayments shall be in the form of Exhibit E hereto, appropriately completed as applicable. Each such notice of --------- 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 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 Prime Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Prime Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Prime 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. (a) Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations, and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by 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, 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. NOTICE PERIODS below: ================================================================================ Notice Number of Business Days Prior Termination ================================================================================ Borrowing of Loans as Base Rate Accounts 1 Borrowing of Loans as Libor Accounts 3 Conversions or Continuations of Loans and termination or 3 reduction of Commitments Prepayment of Loans which are Base Rate Accounts 1 Prepayment of Loans which are Libor Accounts 3 Optional prepayment of================================================================================ Notwithstanding the foregoing, or conversions intoBorrower may give an effective notice of borrowing of Revolving Loans as a Base Rate Account in accordance with Section 2.6(e) not later than 10:00 a.m. (Dallas, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Texas time) on the Business Day of Interest Periods for, LIBOR Loans 3 Borrowing the proposed borrowing if the proceeds of ABR Loans same day such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section which are received by 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 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 be in the form of Exhibit G, appropriately completed by an authorized representative of Borrower, and shall specify (a) the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.045.2) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of 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 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., New York time 11:00 a.m. (promptly followed by written notice via facsimile Houston time) on the same Business Day in the case of certain Base Rate Loans or electronic mail), 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 Period, in each case specified in the table below below: NOTICE Number of BUSINESS DAYS PRIOR Borrowing of Revolving Credit Loans which are Base Rate Loans 1* Borrowing of Revolving Credit Loans which are Eurodollar Loans 3 Conversions or Continuations of Loans 3 Prepayments of Revolving Credit Loans which are Base Rate Loans 1 Prepayments of Revolving Credit Loans which are Eurodollar Loans 3 * If notice is timely received by 11:00 a.m. (unless otherwise agreed to by Administrative Agent in its sole discretionHouston time), provided that Borrower may Agent shall make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans on same day as notice. If notice is received after 11:00 a.m. (Houston time), the Agent shall make Base Rate Loans on the Business Day following such 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 prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04SECTION 2.8 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)) and the duration of the Interest Period selected, if applicable. In the event the Borrower fails to select the Loans to be prepaid or the Types of Loans to be prepaid in the case of a prepayment pursuant to SECTION 2.6, the prepayment will be applied first, to the Revolving Credit Loans and as a repayment of such Loans used for working capital needs and second, to such Loans used for purposes permitted by SECTION 2.10(A) other than working capital needs; and if all such Loans are prepaid in full, ratably to the aggregate outstanding Tranche A Term Loans and the aggregate outstanding Tranche B Term Loans, to the remaining installments of the principal amounts thereof in the inverse order of their respective maturities. Such prepayments as to each class of Loans specified in the preceding sentence shall be applied within each such class first to Base Rate Loans until all such Loans within the class are prepaid in full and then to Eurodollar Loans until all such Loans within the class are prepaid in full. Notices of termination or reductions of Commitments, borrowings, Conversions, Continuations or prepayments shall be in the form of EXHIBIT G 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 The 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 4.05SECTION 2.9, or fails to satisfy the conditions precedent set forth in SECTION 6.2(B), such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted (without any need to comply with the conditions precedent set forth in SECTION 6.2) 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 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 Five-Year Credit Agreement Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that a Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Fixed Rate Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Fixed Rate Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the 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 the respective Facility, 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. Boston, New York Massachusetts time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversion into, ABR Prime Rate Loans 1 next Business Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount respective Facility and the Class amount 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 amount to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.4 hereof) and Type and the respective Facility 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 shall be in the form, as applicable, of either EXHIBIT H hereto (for each notice of borrowing), EXHIBIT I hereto (for each notice of Conversion or Continuation), or EXHIBIT J hereto (for each notice of prepayment). 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 a Facility or Type of Loan Loan, or the duration of any Interest Period for any LIBOR Loan, within the time period and otherwise as provided in this Section 4.054.5, such Loan Loan: (i) if then outstanding as a LIBOR Loan) , will be automatically converted Converted into an ABR a Prime Rate Loan under the same Facility as such LIBOR Loan on the last day of the then current Interest Period for such Loan, unless such Facility was the 364-Day Facility and the 364-Day Facility Revolving Credit Commitment Termination Date shall have occurred, in which case it will be made as a Prime Rate Loan under the Three-Year Facility; or (if outstanding as an ABR Loanii) will remain as, or (if not then outstanding) , will be made as, an ABR Loan. In a Prime Rate Loan under 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 monthThree-Year Facility.

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 PERIODS 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 Credit Agreement 45 - 41 - 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 SOURCECORP to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments borrowings of Loans and of Classes of Revolving Loans, of Types Conversions, Continuations and prepayments of Revolving 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. (Dallas, New York time (promptly followed by written notice via facsimile Texas time) on 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 applicable Business Day 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 below: Notice Number of Business Days Prior Termination Notice Terminations or reduction 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 Base Rate Loans same day Borrowing of Eurodollar Loans 3 Conversions or Continuations of Loans 3 Prepayment of Base Rate Loans same day Prepayments of Eurodollar Loans 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 Revolving 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 Revolving Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Notices of borrowings, Conversions, Continuations or prepayments of Revolving Loans shall be in the form of Exhibit E hereto, appropriately completed as applicable. Each such notice of the duration of an Interest Period shall specify the Revolving 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 SOURCECORP fails to select the Type of Revolving Loan, or the duration of any Interest Period for any Eurodollar Loan (other than a Swingline Advance), within the time period and otherwise as provided in this Section 4.052.9, such Revolving Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted into Continued as a Eurodollar Loan with an ABR Loan Interest Period of one month on the last day of the then current preceding Interest Period for such Revolving 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 SOURCECORP may not borrow any Revolving Loans that Borrower has elected to borrow or convert are Eurodollar Loans, Convert any Revolving Loans into LIBOR Eurodollar Loans but fails to select or Continue any Revolving 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 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 PERIODS immediately below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions Prepayment 10 calendar days Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations as, borrowings in, or changes in duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing Business Days (prior to first day of ABR next applicable Interest Period for such Conversion Continuation or change) Notices of the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In If the event that Borrower fails and Co-Borrower fail to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower and Co-Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. Notices by Borrower the Company to 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. NOTICE PERIODS 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 give notices to Administrative the Agent of terminations all borrowings, terminations, or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods periods, such notices to be substantially in the form of EXHIBIT D hereto. Each such notice shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York p.m. Kansas City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the value 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 PERIODS Notice below: Number of Business Notice Days Prior ------ ------------------ Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayments of, or Conversion into, Corporate Same Day Base Rate Loans Borrowing or prepayment of, or conversions Conversion into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuation 3 as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing For purposes of ABR Loans same day calculating the number of Business Days in the foregoing table, the date the notice is received shall be included if received not later than 1:00 p.m. Kansas City time, and excluded if received after 1:00 p.m. Kansas City time. Each such notice of termination or reduction shall specify whether it relates to the amount Reducing Revolving Credit Commitments or the Revolving Credit Commitments and the Class aggregate amount of the relevant 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. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type type of Loan, or the duration of any Interest Period, for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05Subsection 2.15, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Corporate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Corporate Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Corporate 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$-Canadian Loans; Dollar-denominated Multi-Currency Loans; and Dollar-denominated Brazilian Loans. Notices by Borrower to the Administrative Agent of terminations or reductions of the US$ Commitments, US$-Canadian Commitments, Multi-Currency Commitments and Brazilian Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Dollar-denominated US$ Loans, Dollar-denominated US$-Canadian Loans, Dollar-denominated Multi-Currency Loans and of Classes of Loans, of Types of Dollar-denominated Brazilian Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (i) in the case of a notice of borrowing of Dollar-denominated US$ Loans as ABR Loans, not later than 1:00 p.m.10:00 a.m. New York Time on the relevant Borrowing Date and (ii) in the case of any other notice, not later than 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior 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 the event that Each Borrower has elected shall give a copy of each notice to borrow or convert Loans into LIBOR Loans but fails be given by it pursuant to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.055.05(a) with respect to Dollar-denominated US$ Loans or Commitments, such LIBOR Loan shall have an Interest Period Dollar-denominated US$-Canadian Loans or Commitments, Dollar-denominated Multi-Currency Loans or Commitments and Dollar-denominated Brazilian Loans or Commitments to each of one monththe Multi-Currency Payment Agents.

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

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Revolving Loan 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 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. NOTICE PERIODS Business Day shall be deemed received on the next succeeding Business Day: Notice Number of Business Days Prior Termination or reduction of the Commitments 3 Optional Five Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 or borrowing or prepayment of Swing Line Loans 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 Revolving Loan 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 the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to Administrative Agent the Banks 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 Agent by telephone each Bank not later than 1:00 p.m.11:00 a.m. Dallas, New York Texas, time (promptly followed by written notice via facsimile on the Business Day of the borrowing, Conversion to or electronic mail), prepayment of a Base Rate Loan and on at least the number of Business Days Day prior to the date of the relevant other 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 PERIODS Notice below: ================================================================================ Number of Notice Business Days Prior ------ ------------------- Termination or reduction of Commitments 3 Optional prepayment 1 -------------------------------------------------------------------------------- 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 for, LIBOR 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 4.042.7 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative 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 Loans, or the duration of any Interest Period for any Libor Loans, within the time period and otherwise as provided in this Section 4.052.8, each 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 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 Libor Loans, Convert any Loans into LIBOR Libor Loans, or Continue any Loans but fails to select as Libor Loans if the duration of any Interest Period interest rate for any LIBOR such Libor 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 or if a Default exists.

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 PERIODS Notice below: Number of Notice Business Days Prior ------ ------------------- Termination or reduction of Facility C Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Facility C Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Facility C Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Facility C Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Facility C Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Facility C Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Facility C Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by 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 PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Loans 1 Same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration Conversions and Continuations of Interest Periods Accounts shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.10:00 a.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period action specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Action Number of Business Days Prior to Action Termination or reduction of Commitments 3 Optional Commitments, prepayment of, or conversions into, ABR of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 5 Borrowing of ABR Loans same day subject to Eurodollar Accounts, Conversions into or Continuations as Eurodollar Accounts 3 Any notices of the type described in this Section 5.3 which are received by the Agent after 10:00 a.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount 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 shall: (a) specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.045.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of 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 noticenotice on the date of its receipt of the same or, if received on or after 10:00 a.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Loan, or the duration of any Interest Period for any Eurodollar Account, within the time period and otherwise as provided in this Section 4.055.3, such Loan Account (if outstanding as a LIBOR LoanEurodollar Account) will be CREDIT AGREEMENT - PAGE 18 26 automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Loans subject to a Eurodollar Account, Convert any Base Rate Accounts into Eurodollar Accounts, or Continue any Eurodollar Account as a Eurodollar Account if the event that Borrower has elected to borrow Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions SVB in the case of the CommitmentsTotal --------------- Working Capital Line Commitment and Working Capital Line of Credit Loans and to Fleet in the case of the Equipment Line Commitment and Equipment Line Loans of (a) termination of the Working Capital Line of Credit Commitment or the Equipment Line Commitment, as the case may be, (b) borrowings of BorrowingsBorrower Loans, conversions, continuations (c) conversions and optional prepayments of Loans and of Classes of Loans, of Types of Borrower Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Bank in question not later than 1:00 p.m., New York time 12:00 Noon (promptly followed by written notice via facsimile or electronic mail), Boston time) on at least the number of Business Banking Days prior to the date of the relevant termination, reductionborrowing, Borrowingconversion and/or prepayment specified below: Number of Banking Days Prior Notice ------------ Termination of Commitment 2 Borrowings, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Prime Rate Loans 1 Prepayment of, or conversions conversion 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 Borrowingborrowing, conversion, continuation conversion or prepayment shall specify specify, whether it is a Working Capital Line of Credit Loan or Equipment Line of Credit Loan, the Class of Loans to be borrowedamount, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each the Borrower Loan to be borrowed, convertedconverted or prepaid, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business DayBanking Day in the case of the prepayment of a Prime Rate Loan, or a Working Day in the case of the conversion or prepayment of a LIBOR Loan) and, in the case of LIBOR 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 Borrower 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 the Borrowers fail to select the Type duration of any Interest Period for any LIBOR Loan within the time period and otherwise as provided in this Section 4.053.6, such LIBOR Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR a Prime Rate Loan on the last day of the then current Interest Period for such LIBOR Loan or (if outstanding as an ABR LoanPrime 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 monthPrime Rate Loans.

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

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

Certain Notices. (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 PERIODS below: Notice Number of Business Days Prior 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 the event that Each Borrower has elected shall give a copy of each notice to borrow or convert Loans into LIBOR Loans but fails be given by it pursuant to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.055.05(a) with respect to Dollar-denominated US$ Loans or Commitments, such LIBOR Loan shall have an Interest Period Dollar-denominated US$-Canadian Loans or Commitments and Dollar-denominated Multi-Currency Loans or Commitments to each of one monththe Multi-Currency Payment Agents.

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

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

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitmentsborrowing, 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.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 borrowing or the relevant terminationConversion, reduction, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination ------ ------------------- Borrowing or reduction prepayment of Commitments 3 Optional Base Rate Loans one Borrowing or prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations three Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Conversions into Base Rate Loans same day three Each such notice of termination borrowing, Conversion, Continuation 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 optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.044.03 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Lender 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 4.054.04, 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 Agent Bank Parties of --------------- terminations or reductions of the CommitmentsCommitment, of Borrowingsborrowings, conversionsConversions, 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 Administrative Agent by telephone each Bank Party 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 PERIODS Notice below: Number of Business Notice Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional the Commitment 2 Borrowing or prepayment of, or conversions Conversions 1 into, ABR 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 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 4.044.03 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan, or the duration of any Interest Period, for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.054.04, 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. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing, Conversions, 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 Continuations of Revolving Loans denominated in 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 Notice Number of Business Days Prior 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 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 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 PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount 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 to borrow or convert Loans into LIBOR Loans but fails to select Applicable Rate for such Libor Accounts would exceed 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 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., 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 PERIODS 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 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 PERIODS 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.