Common use of Certain Notices Clause in Contracts

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and of borrowings and prepayments of Loans shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to the date of the relevant termination, reduction, borrowing, or other prepayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment shall (a) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; and (c) the date of borrowing or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 1 --------------------------------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Notwithstanding the forgoing, the Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts if the proceeds will be used to satisfy Reimbursement Obligations in accordance with Section 3.5 not ----------- later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 5.3 which are received by the ----------- Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) 1:00 p.m. on the Business Day of any repayment of Swingline Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans or Revolving Loanssubject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment specified below: ==================================================================================================================== | ------------------------------------------------------------------------------------------- Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing ------------------------------------------------------------------------------------------- Prepayment or repayment of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, or Conversions into Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | 1 ------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== ------------------------------------------------------------------------------------------- Any notices of the type described in this Section 5.3 4.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans Accounts to be borrowed Converted or prepaidContinued; (b) the amount (subject to Section 5.24.2 hereof) to be borrowed borrowed, Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Except as may otherwise be provided by Section 4.6, the Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 4.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate or if a Default exists.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------ ----------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 1 Borrowing of Revolving Swingline Advances, Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Notwithstanding the forgoing, the Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts if the proceeds will be used to satisfy Reimbursement Obligations in accordance with Section 2.7(e) not later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 5.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be borrowed borrowed, Converted, Continued or 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 with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances); (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 5.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings Borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (aNew York, New York, time) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the applicable Business Day prior to the date of the relevant termination, reduction, borrowingBorrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | ------------------------------------------------------------------- ---------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Base Rate Loans 2 ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Borrowings of Loans which are Eurodollar Loans 3 ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Prepayments of Loans 3 ------------------------------------------------------------------- ---------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowingBorrowing (a "NOTICE OF BORROWING"), Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.2SECTION 2.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing Borrowing, Conversion, 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 K hereto, appropriately completed as applicable. Each 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this SECTION 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (a) on the Business Day of the borrowing of a Swingline LoanNew York, (b) on the Business Day of any repayment of Swingline Loans or Revolving LoansNew York, or (ctime) on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | ----------------------------------------------------------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ----------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment ----------------------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Base Rate Loans 2 ----------------------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 ----------------------------------------------------------------------------------- Prepayments of Loans 3 ----------------------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the any Borrower (which shall be given only by GFC on behalf of such Borrower) to the Facility Agent and Ex-Im Bank of terminations the borrowing, conversion and prepayment of each Loan and termination of the Credit (or reductions of Commitments and of borrowings and prepayments of Loans any part thereof) shall be irrevocable and shall be effective only if in writing and received by the Security Trustee, the Facility Agent and Ex-Im Bank not later than 1:00 p.m. twelve (a12) noon (New York time) on the number of days or Business Day of Days, as the borrowing of a Swingline Loancase may be, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to the date of the relevant termination, reduction, borrowing, conversion or other prepayment specified below: ==================================================================================================================== | Notice | below or such lesser number of days or Business Days as may in any case be agreed by the Facility Agent (with the approval of Ex-Im Bank): <TABLE> <CAPTION> Number of Days or Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ----------------------------------- ------------------- <S> <C> Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Credit 5 Business Days Borrowing of Revolving Loans (other than Swingline Loans) subject a Floating Rate Loan 3 Business Days Borrowing of a Fixed Rate Loan 5 Business Days Conversion of Floating Rate Loan to Base | 1 10 Business Days </TABLE> 9 <PAGE> [Loan Agreement] Fixed Rate Accounts and prepayment Loan Prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment Loan 20 Business Days Each Notice of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment Borrowing hereunder shall (ai) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; and (c) the date of borrowing (which shall be a Business Day), the aggregate principal amount of the relevant Loan to be borrowed on such date and whether such Loan is to bear interest at a Fixed Rate or a Floating Rate, (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Each Conversion Notice hereunder shall (i) specify the Conversion Date and the aggregate principal amount of the relevant Loan to be converted on such date and (ii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Any notice of prepayment shall (i) specify the date of prepayment (which shall be a Business Day)) and the related Aircraft, and the aggregate principal amount of the relevant Loan to be prepaid on such date and (ii) be signed by GFC on behalf of the relevant Borrower. Any notice of termination or reduction of the Credit shall (i) specify the amount of the Credit to be terminated and (ii) be signed by GFC on behalf of the Borrower Parties. The Facility Agent shall promptly notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Daynotice. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.4.4

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversions or Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | NUMBER OF BUSINESS DAYS NOTICE PRIOR Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 1 ------------------------------------------------------------------ Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | BorrowingAccounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into Base Rate Accounts 0 ------------------------------------------------------------------ Borrowing, prepayment, or repayment of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section SECTION 5.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment (a "NOTICE OF BORROWING") shall be in the form of EXHIBIT "C" hereto and shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2SECTION 5.2 hereof) to be borrowed borrowed, Converted, Continued, or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this SECTION 5.3 may be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this SECTION 5.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. (a) Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations, and prepayments of Loans the Loan, and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 10:00 a.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment as specified below: ================================================================================ Number of Business Days Notice Prior ================================================================================ | Notice | Number Borrowing, Conversions, Continuations, and prepayment of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination 0 Swingline Advances -------------------------------------------------------------------------------- Borrowing of the Revolving Loan as all or a portion of the 1 Base Rate Balance -------------------------------------------------------------------------------- Borrowing of the Revolving Loan as a Libor Balance 3 -------------------------------------------------------------------------------- Conversions or Continuations of Balances under the 3 Revolving Loan and termination or reduction of Commitments | -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is all or a portion of 1 the Base Rate Balance -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is a Libor Balance 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall be in the form of Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify (ai) specify the Loans amount of the Loan to be borrowed or prepaidprepaid or the Balances to be Converted or Continued; (bii) the amount (subject to Section 5.24.2) 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 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) in the event a Libor Balance or an IBOR Balance is selected, the duration of the Interest Period therefor; and (cvi) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and Revolving Commitments, of borrowings and prepayments of Loans Loans, and of Conversions and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing borrowing, prepayment or repayment of a Swingline Loan, Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or prepayments, on the Business Day which is the number of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day Days prior to the date day of the relevant termination, reduction, borrowing, or other prepayment action specified below: ==================================================================================================================== | Notice | Action Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | to Action =================================================================================================================== Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and Commitments, prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment 5 ------------------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Libor Eurodollar Accounts, Conversions into or Continuations as Eurodollar Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 6.3 which are received by the Agent after 1:00 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction of the Revolving Commitments shall specify the applicable Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall shall: (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.26.2 hereof) to be borrowed borrowed, Converted, Continued, or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Each notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the form of Exhibit "I" hereto. The Agent shall notify the Banks of the contents of each such notice on the date of its the Agent's receipt of the same or, if received on or after 1:00 12:30 p.m. on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Eurodollar Account, within the time period and otherwise as provided in this Section 6.3, such Account (if outstanding as a Eurodollar Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. 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 Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or if a Default exists.

Certain Notices. Notices by the Borrower to the Administrative Agent of --------------- terminations or reductions of Commitments the Commitments, of borrowings, Conversions, Continuations and of borrowings 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 not later than 1:00 p.m. (a) 11:00 a.m. New York time on the number of Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day Days prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | NUMBER OF BUSINESS NOTICE DAYS PRIOR ------------------------------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 2 ------------------------------------------------------------------------------------------- Borrowing of Revolving or optional prepayment of, or Conversions into, same day Alternate Base Rate Loans (other than Swingline including Swing Loans) subject to Base | 1 Rate Accounts and ------------------------------------------------------------------------------------------- Borrowing or optional prepayment of, Conversions into, Con- 3 tinuations as, or duration of Term Interest Period for, LIBOR Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected amount and the amount Class of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Class of Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.24.04) and Type of each Loan to be borrowed borrowed, Converted, Continued or prepaid; prepaid and (c) the date of borrowing borrowing, Conversion, Continuation or prepayment (which shall be a Business Day). The 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 Banks Lenders of the contents of each such notice notice. In the event that Borrower fails to select the 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 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically Converted into an Alternate Base Rate Loan on the date of its receipt last day of the same orthen current Interest Period for such Loan or (if outstanding as an Alternate Base Rate Loan) will remain as, or (if received on or after 1:00 p.m. on a Business Daynot then outstanding) will be made as, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6an Alternate Base Rate Loan.

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and of borrowings and prepayments of Loans shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to the date of the relevant termination, reduction, borrowing, or other prepayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | 1 ------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to 3 Libor Accounts | 3 ==================================================================================================================== ------------------------------------------------------------------------------- Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment shall (a) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; and (c) the date of borrowing or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. (a) Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans the Loan and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 10:00 a.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment as specified below: ================================================================================ Notice Number of Business Days Prior ================================================================================ | Notice | Number Borrowing, Conversions, Continuations and prepayment of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination 0 Swingline Advances -------------------------------------------------------------------------------- Borrowing of the Revolving Loan as all or a portion of the 1 Base Rate Balance -------------------------------------------------------------------------------- Borrowing of the Revolving Loan as a Libor Balance 3 -------------------------------------------------------------------------------- Conversions or Continuations of Balances under the 3 Revolving Loan and termination or reduction of Commitments | -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is all or a portion 1 of the Base Rate Balance -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is a Libor Balance 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (ai) specify the Loans amount of the Loan to be borrowed or prepaidprepaid or the Balances to be Converted or Continued; (bii) the amount (subject to Section 5.2) 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 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) in the event a Libor Balance or an IBOR Balance is selected, the duration of the Interest Period therefor; and (cvi) the date of borrowing borrowing, Conversion, Continuation or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (aNew York, New York, time) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the applicable Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | -------------------------------------------------------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination -------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment -------------------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Base Rate Loans 2 -------------------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 -------------------------------------------------------------------------------- Prepayments of Loans 3 -------------------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) 1:00 p.m. on the Business Day of any repayment of Swingline Loans or Revolving Loans, (b) 11:00 a.m. on the Business Day of the requested borrowing under the Revolving Loans subject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment specified below: ==================================================================================================================== | ------------------------------------------------------------------------------------------------------------------------ Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------ Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------ Borrowing of Revolving Acquisition Loans (other than Swingline Loans) subject to Base | Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into 1 Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------ Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== ------------------------------------------------------------------------------------------------------------------------ Any notices of the type described in this Section SECTION 5.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2SECTION 5.2 hereof) to be borrowed borrowed, Converted, Continued or prepaid; and (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; (f) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.shall

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and of borrowings and prepayments of Loans shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to the date of the relevant termination, reduction, borrowing, or other prepayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | -------------------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | -------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than 1 Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | -------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment shall (a) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; and (c) the date of borrowing or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings Advances, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. 12:00 noon (a) on the Business Day of the borrowing of a Swingline LoanDallas, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (cTexas time) on the Business Day prior to the date of the relevant termination, reduction, borrowingAdvance, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | ---------------------------------------------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ---------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment 5 ---------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | as Base Rate Loans 1 ---------------------------------------------------------------------- Borrowings of Loans as LIBOR Loans 3 ==================================================================================================================== Any notices ---------------------------------------------------------------------- Conversions or Continuations of the type described in this Section 5.3 Loans 3 ---------------------------------------------------------------------- Prepayments of Loans which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Base Rate Loans 1 ---------------------------------------------------------------------- Prepayments of Loans which are LIBOR Loans 3 ---------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowingAdvance, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.2SECTION 2.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; and prepaid (c) and, in the case of a Conversion, the Type of Loans to result from such Conversion), the date of borrowing Advance, Conversion, Continuation or prepayment (which shall be a Business Day)) and whether such Loan is to be a Swingline Advance. The 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. Agent shall promptly notify the Banks of the contents of each such notice notice. In the event that Borrower fails to select the 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 2.9, such Loan (if outstanding as LIBOR Loan) will be automatically Converted into a Base Rate Loan on the date of its receipt last day of the same orpreceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if received on not then outstanding) will be made as, a Base Rate Loan. Borrower may not borrow any LIBOR Loans, Convert any Loans into LIBOR Loans or after 1:00 p.m. on a Business Day, on Continue any Loans as LIBOR Loans if the next Business Day. No notice of prepayment is necessary interest rate for prepayments required under subsection 5.4(b) and Article 6such LIBOR Loans would exceed the Highest Lawful Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment repayment specified below: ======================Notice Number of Business Days Prior ============================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 5 ---------------------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | BorrowingAccounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base Rate Accounts or Swingline Advances ---------------------------------------------------------------------------------------------- Borrowing, prepayment, or repayment of Loans subject to Libor 3 Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Notwithstanding the foregoing, Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts in accordance with Section 2.7(e) not later than 12:00 noon on the Business Day of the proposed -------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be borrowed borrowed, Converted, ----------- Continued, or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Any notices by Borrower of the type described in this Section 5.3 may be made orally or in writing and, if made orally, must ----------- be confirmed in writing not more than two (2) Business Days after the notice is given. Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (aNew York, New York, time) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the applicable Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: =============================================================================== Notice Number of Business Days Prior =============================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment ------------------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | which are Prime Rate Loans 1 ------------------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 ------------------------------------------------------------------------------- Prepayments of Loans which are Prime Rate Loans 1 ------------------------------------------------------------------------------- Prepayments of Loans which are Eurodollar Loans 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.9 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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-1 hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") 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 2.11. 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.10, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Prime Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Prime Rate Loan) will remain as, or (if not then outstanding) will be made as, a Prime Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments the Commitments, of borrowings, Conversions, Continuations and of borrowings 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 not later than 1:00 p.m. (a) 11:00 a.m. New York time on the number of Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day Days prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------- ------------------------------------------------------------------- NUMBER OF BUSINESS NOTICE DAYS PRIOR ------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------- Borrowing or optional prepayment of, or Conversions into, Alternate Base Rate Loans same day ------------------------------------------------------------------- Borrowing or optional prepayment of, Conversions into, Continuations as, or duration of Revolving Interest Period for, LIBOR Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected amount and the amount Class of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Class of Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.24.04) and Type of each Loan to be borrowed borrowed, Converted, Continued or prepaid; prepaid and (c) the date of borrowing borrowing, Conversion, Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Banks Lenders of the contents of each such notice notice. In the event that Borrower fails to select the 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 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically Converted into an Alternate Base Rate Loan on the date of its receipt last day of the same orthen current Interest Period for such Loan or (if outstanding as an Alternate Base Rate Loan) will remain as, or (if received on or after 1:00 p.m. on a Business Daynot then outstanding) will be made as, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6an Alternate Base Rate Loan.

Certain Notices. Notices by the Borrower Parent to the Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) 1:00 p.m. on the Business Day of any repayment of Swingline Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans or Revolving Loanssubject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment specified below: ==================================================================================================================== | ---------------------------------------------------------------------- ----------------------------- Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ---------------------------------------------------------------------- ----------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing ---------------------------------------------------------------------- ----------------------------- Prepayment or repayment of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, or Conversions into Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | 1 ---------------------------------------------------------------------- ----------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== ---------------------------------------------------------------------- ----------------------------- Any notices of the type described in this Section 5.3 4.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans Accounts to be borrowed Converted or prepaidContinued; (b) the amount (subject to Section 5.24.2 hereof) to be borrowed borrowed, Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Except as may otherwise be provided by Section 4.6, the Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event Parent fails to select the Type of prepayment is necessary Account or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 4.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrowers may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate or if a Default exists.

Certain Notices. Notices by the Borrower to the Agent Bank of terminations the termination or reductions reduction of Commitments the Commitment, and of borrowings and prepayments of Loans shall be irrevocable and shall be effective only if received by the Agent Bank not later than 1:00 p.m. (a) 12:00 noon New York time on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loansdate, or (c) on the Business Day number of days prior to the date date, of the relevant termination, reduction, borrowing, borrowing or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | -------------------------------------- ------------------------------------- Type of Notice | Date or Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | -------------------------------------- ------------------------------------- Termination or reduction 30 days of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Commitment -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and or prepayment of Term Same Banking Day Prime Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- Borrowing or prepayment or repayment of 3 Banking Days Libor Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments Commitment to be terminated or reduced. Each such notice of borrowing, borrowing or prepayment shall (a) specify the Loans to be borrowed or prepaid; (b) prepaid and the amount (subject to Section 5.2ss. 4.04 hereof) and type of the Loans to be borrowed or prepaid; and (c) , the date of borrowing or prepayment (which shall be a Business Banking Day), and the duration of the Interest Period. The Agent Each notice required hereunder shall be in writing, except that a notice of borrowing may be given orally on the telephone provided it is confirmed in writing within two Banking Days. In the event that the Borrower fails to notify the Banks Bank in a timely manner as set forth above of any Libor Loan borrowing to replace any Libor Loan having an expiring Interest Period, such Libor Loan will be automatically converted into a Prime Loan on the last day of the contents of each then current Interest Period for such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Libor Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (aNew York, New York, time) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the applicable Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | --------------------------------------------------------------------------------------- Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination --------------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment --------------------------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Prime Rate Loans 2 --------------------------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 --------------------------------------------------------------------------------------- Prepayments of Loans 3 --------------------------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Prime Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Prime Rate Loan) will remain as, or (if not then outstanding) will be made as, a Prime Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 9:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 1 ------------------------------------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | 1 ------------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 SECTION 4.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment (a "Notice of Borrowing") shall be in the form of EXHIBIT "E" hereto and shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2SECTION 4.2 hereof) to be borrowed borrowed, Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this SECTION 4.3 may be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this SECTION 4.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower Borrowers to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 12:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (cEastern Standard time) on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | ----------------------------------------------------------------- ---------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ----------------------------------------------------------------- ---------------------------------- Borrowings or reduction Repayments of Loans which are Base Rate Loans or 1 Eurodollar Loans not having a designated Interest Period ----------------------------------------------------------------- ---------------------------------- Borrowings or Repayments of Loans which are Eurodollar Loans 2 having a designated Interest Period ----------------------------------------------------------------- ---------------------------------- Prepayments of Loans 2 ----------------------------------------------------------------- ---------------------------------- Terminations or Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. 5 ----------------------------------------------------------------- ---------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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 Banks Lenders of the contents of each such notice notice. In the event the Borrowers fail 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 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrowers may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | 5 ---------------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | BorrowingAccounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base Rate Accounts or Swingline Advances ---------------------------------------------------------------------------------------- Borrowing, prepayment, or repayment of Loans subject to Libor 3 Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Notwithstanding the foregoing, Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts in accordance with Section 2.7(e) not later than 12:00 noon on the Business Day of the proposed -------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be borrowed borrowed, Converted, Continued, or ----------- 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Any notices by Borrower of the type described in this Section ------- 5.3 may be made orally or in writing and, if made orally, must be confirmed in --- writing not more than two (2) Business Days after the notice is given. Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to Administrative Agent regarding Loan Transactions and the Agent selection of terminations or reductions of Commitments and of borrowings and prepayments Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) 12:00 noon, New York City time, on the number of Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day Days prior to the date of the relevant termination, reduction, borrowing, proposed Loan Transaction or other prepayment the first day of such Interest Period specified below: ==================================================================================================================== | --------------------------------------------------------------------------- Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination --------------------------------------------------------------------------- Optional Prepayment 3 --------------------------------------------------------------------------- Conversions into, Continuations as, or reduction borrowings in 3 Base Rate Loans --------------------------------------------------------------------------- Conversions into, Continuations as, borrowings in or 3 changes in duration of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Interest Period for, LIBOR-based Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. 2.4(6) --------------------------------------------------------------------------- Each such notice of termination or reduction a Loan Transaction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment shall (a) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; 2.8(4)), Type, and (c) Interest Period of such proposed Loan Transaction, and the date of borrowing or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. The Notices for Conversions and Continuations shall be in the form of Exhibit E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Banks Lenders of the contents of each such notice notice. 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 2.8(5), such Loan (if outstanding as a LIBOR Loan) will be automatically Continued as an LIBOR-based Loan with an Interest Period of one (1) month on the date of its receipt last day of the same current Interest Period for such Loan (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next Interest Period) or, if received on or after 1:00 p.m. on outstanding as an Base Rate Loan, will remain as a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment repayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Termination or reduction of Commitments 5 --------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base Rate Accounts --------------------------------------------------------------------------------------- Borrowing, prepayment, or repayment of Loans subject to Libor 3 Accounts, Conversions into or Continuations as Libor Accounts ======================================================================================= Notwithstanding the foregoing, Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts in accordance with Section 2.7(e) not later than 12:00 noon on the Business Day of the proposed -------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be borrowed borrowed, Converted, Continued, or ----------- 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Agent shall notify the Banks Any notices by Borrower of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.type described in this

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (a) on the Business Day of the borrowing of a Swingline LoanNew York, (b) on the Business Day of any repayment of Swingline Loans or Revolving LoansNew York, or (ctime) on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | [***] Confidential treatment has been requested with respect to material omitted on this page. The omitted portions have been filed separately with the Securities and Exchange Commission. ---------------------------------------------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ---------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment ---------------------------------------------------------------------- Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Base Rate Loans 2 ---------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 ---------------------------------------------------------------------- Prepayments of Loans 3 ---------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Agent of --------------- terminations or reductions of Commitments and Revolving Commitments, notices of borrowings and prepayments of Loans and notices of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) 12:00 p.m. on the Business Day of any borrowing, prepayment or repayment (other than scheduled payments and mandatory prepayments) of Swingline Loans subject to Base Rate Accounts or Revolving Loans, or Conversions into Base Rate Accounts and (cb) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment specified below: ==================================================================================================================== | ------------------------------------------------------------------------------ Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Revolving Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | ------------------------------------------------------------------------------- Borrowing, prepayment or repayment (other than 3 scheduled payments and mandatory prepayments) of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 specified above which are received by the Agent after 1:00 p.m. the time specified 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 applicable Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.25.2 hereof) to be borrowed borrowed, Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Each notice of borrowing shall also certify to a calculation of the Total Debt (calculated as if the borrowing in question had occurred) and the Maximum Total Debt as of the most recent month end prior to the notice of borrowing. The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the time required above on a Business Day, on the next Business Day. No notice In the event the Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this Section 5.3, such Account (if outstanding as Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if an Event of Default exists or if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices Subject to Section 2.5(b), notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (aNew York, New York, time) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the applicable Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination ------ ------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment ------------------------------------------------------------------------------------------------ Borrowings of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 p.m. on a Business Day shall be deemed to be received Base Rate Loans, and shall be effective on the next Business Day. Conversions of Eurodollar Loans into Base Rate Loans 3 ------------------------------------------------------------------------------------------------ Borrowings or Continuations of Loans which are Eurodollar Loans, and Conversions of Base Rate Loans into Eurodollar Loans 3 ------------------------------------------------------------------------------------------------ Prepayments of Loans 2 ------------------------------------------------------------------------------------------------ Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each Subject to Section 2.5(b), each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and (c) the date of borrowing borrowing, Conversion, Continuation or prepayment (which shall be a Business Day). Subject to Section 2.5(b), 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. Subject to Section 2.5(b), 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 Banks Lenders of the contents of each such notice notice. In the event the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be automatically Converted into a Base Rate Loan on the date last day of its receipt of preceding Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loans as Eurodollar Loans if the same or, if received on or after 1:00 p.m. on a Business Day, on interest rate for such Eurodollar Loans would exceed the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of Commitments and Revolving Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. 9:00 a.m. (a) on the Business Day of the borrowing of a Swingline LoanSan Francisco, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (cCalifornia time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation, or other prepayment repayment specified below: ===========================================Notice Number of Business Days Prior ========================================================================= | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ============================================ Termination or reduction of Revolving Commitments 5 ------------------------------------------------------------------------- ----------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base Rate Accounts ------------------------------------------------------------------------- ----------------------- Borrowing, prepayment, or repayment of Loans subject to Libor 3 Accounts, Conversions into or Continuations as Libor Accounts ========================================================================= ======================= Notwithstanding the foregoing, Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts in accordance with SECTION 2.7(e) not later than 11:00 a.m. (San Francisco, California time) on the Business Day of the proposed borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section 5.3 SECTION 4.3 which are received by the Administrative Agent after 1:00 p.m. 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 applicable Revolving Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaidprepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2SECTION 4.2 hereof) to be borrowed borrowed, Converted, Continued, or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Any notices by Borrower of the type described in this SECTION 4.3 must be in writing and may be transmitted by telecopy, provided that any such telecopy transmission must be immediately confirmed telephonically by Borrower and promptly (which may be by first class mail) followed by Administrative Agent's receipt of the original copy of such notice executed by Borrower. Administrative Agent shall notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event Borrower fails to select the Type of prepayment is necessary Account applicable to a Loan, or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this SECTION 4.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. Borrower may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower Kitty Hawk to the Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. 8:00 a.m. (a) on the Business Day of the borrowing of a Swingline LoanSan Francisco, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (cCalifornia time) on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment or the first day of such Interest Period specified below: ==================================================================================================================== | Notice | -------------------------------------------------------------------------------- Number of Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination -------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing 5 -------------------------------------------------------------------------------- Borrowings of Revolving Credit Loans (other than Swingline Loans) subject to as Base | Rate Loans 1 -------------------------------------------------------------------------------- Borrowings of Revolving Credit Loans as Eurodollar Loans 3 -------------------------------------------------------------------------------- Conversions or Continuations of Loans 3 -------------------------------------------------------------------------------- Prepayments of Revolving Credit Loans which are Base Rate Accounts and prepayment Loans 1 -------------------------------------------------------------------------------- Prepayments of Revolving Credit Loans which are Eurodollar Loans 3 -------------------------------------------------------------------------------- Prepayments of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall (a) specify the Loans to be borrowed borrowed, Converted, Continued or prepaid; (b) prepaid and the amount (subject to Section 5.22.8 hereof) and Type of the Loans to be borrowed borrowed, Converted, Continued or prepaid; and prepaid (c) the date of borrowing or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.and,

Certain Notices. (a) Notices by the Borrower to the Agent of terminations or reductions of Commitments and Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Agent (and, if applicable, the Swingline Lender) not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) 10:00 a.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment as specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination Borrowing and prepayment of Swingline Loans 0 Borrowing of Revolving Loans, the Term A Loan or Incremental Term Loans as Base Rate Loans 1 Notice Number of Business Days Prior Borrowing of Revolving Loans, the Term A Loan or Incremental Term Loans as Libor Loans denominated in US Dollars 3 Conversions or Continuations of Revolving Loans, the Term A Loan or Incremental Term Loans denominated in US Dollars and termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing Borrowing, Conversions or Continuations of Revolving Loans in Alternative Currencies (other than Swingline a Special Notice Currency) 4 Borrowing, Conversions or Continuations of Revolving Loans in a Special Notice Currency 5 Prepayment of Revolving Loans) subject to Base | 1 Rate Accounts and prepayment of , the Term A Loan or Incremental Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowingwhich are Base Rate Loans 1 Prepayment of Revolving Loans, prepayment the Term A Loan or repayment Incremental Term Loans which are Libor Loans denominated in US Dollars 3 Prepayment of Revolving Loans subject to which are Libor Accounts | 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 Terminations or reductions of Commitments 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent (and, if applicable, the Swingline Lender) after 1:00 p.m. the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall be in writing and shall specify the applicable Commitments to be affected and the amount of the Aggregate Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit F or such other form as may be approved by the Agent (aincluding any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) specify the amount of the Loans to be borrowed or prepaidprepaid or the Loans to be Converted or Continued; (bii) the amount (subject to Section 5.2) 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 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 borrowed (if the Borrower fails to specify a currency in a loan notice, then the Loan requested shall be made in US Dollars); (vi) in the event a Libor Loan is selected, the duration of the Interest Period therefor; and (cvii) the date of borrowing borrowing, Conversion, Continuation or prepayment (which shall be a Business Day). The Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6.

Certain Notices. Notices by the any Borrower (which shall be given only by GFC on behalf of such Borrower) to the Facility Agent and Ex-Im Bank of terminations the borrowing, conversion and prepayment of each Loan and termination of the Credit (or reductions of Commitments and of borrowings and prepayments of Loans any part thereof) shall be irrevocable and shall be effective only if in writing and received by the Security Trustee, the Facility Agent and Ex-Im Bank not later than 1:00 p.m. twelve (a12) noon (New York time) on the number of days or Business Day of Days, as the borrowing of a Swingline Loancase may be, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to the date of the relevant termination, reduction, borrowing, conversion or other prepayment specified below: ==================================================================================================================== | Notice | below or such lesser number of days or Business Days as may in any case be agreed by the Facility Agent (with the approval of Ex-Im Bank): Number of Days or Notice Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ----------------------------------- ------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Credit 5 Business Days Borrowing of Revolving Loans (other than Swingline Loans) subject a Floating Rate Loan 3 Business Days Borrowing of a Fixed Rate Loan 5 Business Days Conversion of Floating Rate Loan to Base | 1 10 Business Days [Loan Agreement] Fixed Rate Accounts and prepayment Loan Prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment Loan 20 Business Days Each Notice of Loans subject to Libor Accounts | 3 ==================================================================================================================== Any notices of the type described in this Section 5.3 which are received by the Agent after 1:00 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, or prepayment Borrowing hereunder shall (ai) specify the Loans to be borrowed or prepaid; (b) the amount (subject to Section 5.2) to be borrowed or prepaid; and (c) the date of borrowing (which shall be a Business Day), the aggregate principal amount of the relevant Loan to be borrowed on such date and whether such Loan is to bear interest at a Fixed Rate or a Floating Rate, (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Each Conversion Notice hereunder shall (i) specify the Conversion Date and the aggregate principal amount of the relevant Loan to be converted on such date and (ii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Any notice of prepayment shall (i) specify the date of prepayment (which shall be a Business Day)) and the related Aircraft, and the aggregate principal amount of the relevant Loan to be prepaid on such date and (ii) be signed by GFC on behalf of the relevant Borrower. Any notice of termination or reduction of the Credit shall (i) specify the amount of the Credit to be terminated and (ii) be signed by GFC on behalf of the Borrower Parties. The Facility Agent shall promptly notify the Banks Lenders of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. on a Business Day, on the next Business Day. No notice of prepayment is necessary for prepayments required under subsection 5.4(b) and Article 6notice.

Certain Notices. Notices by the Borrower Parent to the Agent of terminations or reductions of Commitments and Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) 1:00 p.m. on the Business Day of any repayment of Swingline Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans or Revolving Loanssubject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other prepayment specified below: ==================================================================================================================== | ----------------------------------------------------------------------------------------------------------- Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | ----------------------------------------------------------------------------------------------------------- Termination or reduction of Commitments | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing ----------------------------------------------------------------------------------------------------------- Prepayment or repayment of Revolving Loans (other than Swingline Loans) subject to Base | 1 Rate Accounts, or Conversions into Base Rate Accounts and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | 1 ----------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, Conversions into or Continuations as Libor Accounts | 3 ==================================================================================================================== ----------------------------------------------------------------------------------------------------------- Any notices of the type described in this Section 5.3 SECTION 4.3 which are received by the Agent after 1:00 p.m. 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans Accounts to be borrowed Converted or prepaidContinued; (b) the amount (subject to Section 5.2SECTION 4.2 hereof) to be borrowed borrowed, Converted, Continued or 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 (cf) the date of borrowing borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). The Except as may otherwise be provided by SECTION 4.6, the Agent shall notify the Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after 1:00 p.m. the applicable time set forth above on a Business Day, on the next Business Day. No notice In the event Parent fails to select the Type of prepayment is necessary Account or the duration of any Interest Period for prepayments required under subsection 5.4(bany Libor Account, within the time period and otherwise as provided in this SECTION 4.3, such Account (if outstanding as a Libor Account) and Article 6will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrowers may not borrow any 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 Applicable Rate for such Libor Accounts would exceed the Maximum Rate or if a Default exists.