Common use of Certain Notices Clause in Contracts

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

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

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

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

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

Certain Notices. Notices by Borrower If at any time the Company shall propose to Administrative Agent (i) declare any cash dividend upon its Common Stock; (ii) declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of terminations its Common Stock; (iii) offer for subscription to the holders of any of its Common Stock any additional shares of stock in any class or reductions other rights; (iv) reorganize, or reclassify the capital stock of the CommitmentsCompany, or consolidate, merge or otherwise combine with, or sell all or substantially all of Borrowingsits assets to another corporation; (v) voluntarily or involuntarily dissolve, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and liquidate or wind up the affairs of the duration Company; or (vi) redeem or purchase any shares of Interest Periods its capital stock or securities convertible into its capital stock, then the Company shall give to the Holder of this Warrant, by certified or registered mail, (i) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be irrevocable taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 15 days' prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be effective only if received entitled thereto, and any notice required by Administrative Agent by telephone not later than 1:00 p.m., New York time clause (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction ii) shall specify the amount and date on which the Class holders of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which Common Stock shall be a Business Day). Each entitled to exchange their Common Stock for securities or other property deliverable upon such notice of reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthcase may be.

Certain Notices. Notices by Lead Borrower to Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 1:00 3:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment proposed Loan Transaction or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination or reduction of Commitments Request for Loan Advance 10 Optional Prepayment 3 Optional prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Conversions into, Continuations as, borrowings in or changes in duration of Interest Periods Period for, LIBOR LIBOR-based Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.042.4(6)) 3 Each Loan Transaction notice shall specify the amount, Type, Interest Period and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowingsuch proposed Loan Transaction, conversionand in the case of a Request for Loan Advance, continuation or prepayment (which shall be accompanied by all documentation required by this Agreement as a Business Day)condition precedent to the applicable Loans. Notices for Conversions and Continuations shall be in the form of Exhibit E. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. In the case of a Request for Loan Advance, Administrative Agent shall promptly notify the Lenders of their respective Proportionate Shares of the contents of each such noticeamount approved by Administrative Agent and the Construction Consultant. In the event that If Lead Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any LIBOR-based Loan within the required time period and otherwise as provided in this Section 4.052.6(4), such Loan (if outstanding as a LIBOR LIBOR-based Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding Continued as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR LIBOR-based Loan shall have with an Interest Period of one month(1) month (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next Interest Period) or, if outstanding as a Base Rate Loan, will remain as a Base Rate Loan.

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

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

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans the Loan and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing, Conversions, Continuations and prepayment of Swingline Advances 0 Notice Number of Business Days Prior Borrowing of the Revolving Loan as all or a portion of the Base Rate Balance 1 Borrowing of the Revolving Loan as a Libor Balance denominated in US Dollars 3 Conversions or Continuations of Balances under the Revolving Loan and termination or reduction of Commitments denominated in US Dollars 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Balances under the Revolving Loan in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, ABR Loans Conversions or Continuations of Balances under the Revolving Loan in a Special Notice Currency 5 Prepayment of the Revolving Loan which is all or a portion of the Base Rate Balance 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Prepayment of Interest Periods for, LIBOR Loans the Revolving Loan which is a Libor Balance 3 Borrowing Prepayment of ABR Loans same day the Revolving Loan which is a Libor Balance denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of the Revolving Loan which is a Libor Balance denominated in a Special Notice Currency 5 Any notices of the type described in this Section which are received by the Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Loans Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (i) the amount of the Loan to be borrowed, converted, continued borrowed or prepaid and or the Balances to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Advance), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Balance to result from such Conversion; (iv) in the case of a borrowing, the Type of Balance or Balances to be applicable to such borrowing and the amounts thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Balance or an IBOR Balance is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

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

Certain Notices. Notices by (a) The Borrower shall deliver to Administrative the Agent a Notice for: (1) each borrowing pursuant to Section 2.04, and (2) each conversion/continuation of terminations an Interest Period pursuant to Section 2.08(b). The Borrower shall also deliver to the Agent advance written notice pursuant to this Section 2.08 of each prepayment pursuant to Section 2.12 and each reduction or reductions termination of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of Revolving Commitments pursuant to Section 2.09(b). All Notices received by the duration of Interest Periods Agent shall be irrevocable and shall be effective only if received by Administrative the Agent: (i) in the case of borrowings for Variable Rate Loans, the Borrower shall deliver a Notice to the Agent by telephone not no later than 1:00 p.m., 2:00 p.m. New York time at least one (promptly followed by 1) Business Day prior to the date of such borrowing, (ii) in the case of any prepayment for Variable Rate Loans, written notice via facsimile shall be delivered to the Agent no later than 11:00 p.m. New York time on the date of prepayment, (iii) in the case of borrowings, conversion from a Variable Rate Loan to a Eurocurrency Loan, a conversion/ continuation of an Interest Period, prepayment or electronic mail)required prepayment for Eurocurrency Loans, on written notice or a Notice (as applicable) shall be delivered to the Agent by 2:00 p.m., at least the number of three (3) Business Days prior to the date of such borrowing, conversion of the relevant termination, reduction, Borrowingapplicable rate of interest, conversion/continuation of an Interest Period, continuation or prepayments and/or required prepayment or for Eurocurrency Loans; (iv) in the first day case of Swing Line Loans, a Notice shall be delivered to the Agent no later than 12:00 noon, New York time, on the date of such Interest Period specified borrowing, and (v) in the table below case of reductions or terminations of the Revolving Commitments, written notice shall be delivered to the Agent at least three (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of 3) Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day prior thereto. Each such written notice of reduction or termination or reduction shall specify the amount and the Class of the Revolving Commitments to be terminated reduced or reducedterminated. Each such Notice for the conversion/continuation of Borrowing, conversion, continuation or prepayment a Loan shall specify the Class proposed date of conversion or continuation; the aggregate amount of Loans to be borrowedconverted or continued; the type of Loans resulting from the proposed conversion or continuation; and in the case of conversion into, convertedor continuation of, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of Eurocurrency Loans the duration of an the requested Interest Period shall specify therefor. Without limiting the Loans foregoing, any failure by the Borrower to which such Interest Period is to relate. Administrative Agent shall promptly notify deliver the Lenders required notice in connection with the prepayment of any Eurocurrency Loan will result in the contents payment of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan any necessary fees or costs (if outstanding any) as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided described in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month3.05 below.

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

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

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

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

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

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

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

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

Certain Notices. Notices by Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 1:00 p.m.12:00 noon, New York time (promptly followed by written notice via facsimile or electronic mail)City time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment proposed Loan Transaction or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination or reduction of Commitments Request for Loan Advance 10 Optional Prepayment 3 Optional prepayment of, or conversions Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Conversions into, Continuations as, borrowings in or changes in duration of Interest Periods Period for, LIBOR LIBOR-based Loans (subject to Section 2.4(6)) 3 Borrowing of ABR Loans same day Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) 2.8(4)), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction and in the case of a Request for Loan Advance, shall be accompanied by all documentation required by this Agreement as a condition precedent to the applicable Loans. Notices for Conversions and Continuations shall be in the form of Exhibit E. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. In the case of a Request for Loan Advance, the Administrative Agent shall notify the Lenders of their respective Proportionate Shares of the amount approved by the Administrative Agent and the Construction Consultant. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that If Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any LIBOR-based Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.052.8(5), such Loan (if outstanding as a LIBOR Loan) will be automatically converted into Continued as an ABR LIBOR-based Loan with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan or (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next Interest Period) or, if outstanding as an ABR Base Rate Loan) , will remain as, or (if not then outstanding) will be made as, an ABR as a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. Notices by The Borrower shall give notices to the Administrative Agent of all borrowings, terminations or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, such notices to be substantially in the form of Exhibit C hereto. Each such notice shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.12:00 noon, New York time (promptly followed by written notice via facsimile or electronic mail)Central Time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionConversion, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence below: 25 Notice Notice of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days BusinessDays Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans 1 0 Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing of ABR Loans same day 2 Each such notice of termination or reduction shall specify that it relates to the amount Revolving Credit Loan Commitments and the Class aggregate amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class aggregate amount of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type amount, the type of each Loan Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type type of Loan, or the duration of any Interest Period, for any LIBOR Loan within the time period and otherwise as provided in this Section 4.052.16, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In If the event that Administrative Agent receives a notice from the Borrower has elected of a requested borrowing of a Base Rate Loan by 12:00 noon, Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Banks by 1:00 p.m., Central Time, on the time period and otherwise same Business Day, and, as provided in Section 2.3(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 2:00 p.m., Central Time, on the same Business Day. Similarly, if the Administrative Agent receives a notice from the Borrower of a requested borrowing of a LIBOR Loan by 12:00 noon, Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to the Banks by 1:00 p.m., Central Time, on the same Business Day, and, as provided in Section 2.3(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 2:00 p.m., Central Time, on the second Business Day thereafter. In addition to the notices provided for in this Section 4.052.16, the Borrower shall provide notice to the Administrative Agent of payments to be made by the Borrower on Base Rate Loans, such LIBOR Loan shall have an Interest Period notice to be provided by 12:00 noon, Central Time, on the date of one monthpayment.

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

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

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

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, Loans and of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Credit Agreement 45 - 41 - Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by a Borrower to the Administrative Agent of terminations or reductions of the Commitments, Commitments and of Borrowings, conversions, continuations borrowings and optional prepayments of Loans and of Classes of Loans, of Tranches, Currencies and Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Type Business Days Prior ---- ------------------- Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of same day Base Rate Loans Borrowing or prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, 3 or duration of Interest Periods Period for, LIBOR Eurocurrency Loans 3 denominated in Dollars Borrowing or prepayment of, 4 or duration of ABR Interest Period for, Eurocurrency Loans same day denominated in an Agreed Alternative Currency 48 -44- Each such notice of termination or reduction shall specify the amount and the Class Tranche of the Commitments to be terminated or reduced. Each such Notice notice of Borrowing, conversion, continuation borrowing or optional prepayment shall be in substantially the form of Exhibit D hereto and shall specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.044.04 hereof), Tranche, Currency (in the case of Tranche A-(MC) Loans or Tranche B-(MC) Loans) and Type of each Loan to be borrowedborrowed or prepaid, converted, continued or prepaid and the date of borrowing, conversion, continuation borrowing or optional prepayment (which shall be a Business Day). Each such notice of , the duration of an Interest Period shall specify of the Loans to which such Interest Period is to relatebe borrowed or prepaid and the identity of the Applicable Borrower; provided that any notice of borrowing given by FSB shall also be signed by COB. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

Certain Notices. (a) Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations, and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m.12:00 noon (Dallas, New York time (promptly followed by written notice via facsimile or electronic mail), Texas time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: ================================================================================ Notice Number of Business Days Prior Termination ================================================================================ Borrowing of Loans as Base Rate Accounts 1 Borrowing of Loans as Libor Accounts 3 Conversions or Continuations of Loans and termination or 3 reduction of Commitments Prepayment of Loans which are Base Rate Accounts 1 Prepayment of Loans which are Libor Accounts 3 Optional prepayment of================================================================================ Notwithstanding the foregoing, or conversions intoBorrower may give an effective notice of borrowing of Revolving Loans as a Base Rate Account in accordance with Section 2.6(e) not later than 10:00 a.m. (Dallas, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Texas time) on the Business Day of Interest Periods for, LIBOR Loans 3 Borrowing the proposed borrowing if the proceeds of ABR Loans same day such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section which are received by Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount applicable Commitments to be affected and the Class amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall be in the form of Exhibit G, appropriately completed by an authorized representative of Borrower, and shall specify (a) the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.045.2) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions SVB in the case of the CommitmentsTotal --------------- Working Capital Line Commitment and Working Capital Line of Credit Loans and to Fleet in the case of the Equipment Line Commitment and Equipment Line Loans of (a) termination of the Working Capital Line of Credit Commitment or the Equipment Line Commitment, as the case may be, (b) borrowings of BorrowingsBorrower Loans, conversions, continuations (c) conversions and optional prepayments of Loans and of Classes of Loans, of Types of Borrower Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Bank in question not later than 1:00 p.m., New York time 12:00 Noon (promptly followed by written notice via facsimile or electronic mail), Boston time) on at least the number of Business Banking Days prior to the date of the relevant termination, reductionborrowing, Borrowingconversion and/or prepayment specified below: Number of Banking Days Prior Notice ------------ Termination of Commitment 2 Borrowings, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Prime Rate Loans 1 Prepayment of, or conversions conversion into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify specify, whether it is a Working Capital Line of Credit Loan or Equipment Line of Credit Loan, the Class of Loans to be borrowedamount, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each the Borrower Loan to be borrowed, convertedconverted or prepaid, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business DayBanking Day in the case of the prepayment of a Prime Rate Loan, or a Working Day in the case of the conversion or prepayment of a LIBOR Loan) and, in the case of LIBOR Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of the duration of an Interest Period shall specify the Borrower Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type duration of any Interest Period for any LIBOR Loan within the time period and otherwise as provided in this Section 4.053.6, such LIBOR Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR a Prime Rate Loan on the last day of the then current Interest Period for such LIBOR Loan or (if outstanding as an ABR LoanPrime Rate Loans) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthPrime Rate Loans.

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

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

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

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of regarding Loan Transactions and the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, selection of Types of Loans and and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 12:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail)California time, on at least the date which is the number of calendar days or Business Days Days, as applicable, prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period proposed Loan Transaction specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS immediately below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions Prepayment 10 calendar days Conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations as, borrowings in, or changes in duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing Business Days (prior to first day of ABR next applicable Interest Period for such Conversion, Continuation or change) Notices of the selection of Types of Loans same day and/or of the duration of Interest Periods shall be irrevocable. Each such notice of termination or reduction a Loan Transaction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) ), Type, and Type Interest Period of each such proposed Loan to be borrowedTransaction, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. Each such notice of specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly within one (1) Business Day of receipt of such notice notify the Lenders of the contents of each such notice. In If the event that Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will automatically be automatically converted into an ABR continued as a Eurodollar Loan on as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have having an Interest Period of one month., and the Borrower shall be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans Loans, and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of the Commitments 3 Optional 2 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04(a) hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the Credit Agreement contents of each such notice. In the event that the Borrower fails to select the Type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected All notices referred to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.054.05 shall be irrevocable, except that notices of the prepayment in full of the Loans and the termination of Commitments furnished in anticipation of a refinancing thereof may be revoked through and including the date specified for such LIBOR Loan shall have an Interest Period of one monthprepayment and termination if such refinancing does not occur on such date.

Certain Notices. Notices by the Borrower to Administrative Agent the Bank of terminations a termination or reductions reduction of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Bank not later than 1:00 p.m., New York time p.m. (promptly followed by written notice via facsimile or electronic mail), Charlotte time) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ________________________________________________________________________________ Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR CD Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations or Continuations as, or duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or optional prepayment shall specify (a) the Class of Loans to be borrowedClass, convertedamount, continued or prepaid and the amount (subject to Section 4.04) and Type of each the Loan to be borrowed, convertedConverted, continued Continued, or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion), and (b) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, within the time period and otherwise as provided in this Section 4.052.08, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a CD Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a CD Loan) will remain as, or (if not then outstanding) will be made as, an ABR a CD Loan. In the event that Borrower has elected Notices pursuant to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month2.08 may be verbal provided that they are promptly confirmed in writing by facsimile.

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

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

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

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

Certain Notices. Notices Except as otherwise provided in this Agreement, written notices by the Borrower to Administrative Agent the Bank of terminations each borrowing pursuant to Section 2.4, each prepayment pursuant to Section 4.2, each reduction or reductions termination of the CommitmentsRevolving Credit Commitment pursuant to Section 2.6, each conversion of Borrowings, conversions, continuations Revolving Credit Loans to Term Loan A pursuant to Section 2.7(a) and optional prepayments each conversion or continuation of Loans and of Classes of Loanspursuant to Section 2.4, of Types of Loans and of the duration of Interest Periods Section 2.7(c) or Section 3.3 shall be irrevocable and shall be effective on the date of receipt only if received by Administrative Agent the Bank, by telephone not later than 1:00 p.m.12:00 noon, New York time City time, and (promptly followed by written notice via facsimile a) in the case of borrowings and (in the case of Alternate Base Rate Loans only) prepayments of (i) Alternate Base Rate Loans, if given the date thereof and (ii) LIBOR Loans, if given three Banking Days prior thereto; (b) in the case of reductions or electronic mailterminations of the Revolving Credit Commitment, given 5 Banking Days prior thereto; (c) in the case of the conversion of Revolving Credit Loans to Term Loan A, if given 5 Banking Days prior thereto; and (d) in the case of conversions or continuations pursuant to Section 2.4, Section 2.7(c) or Section 3.3, if given three Banking Days prior thereto in the case of conversions to or continuations of LIBOR Loans and if given on the date thereof in the case of conversions to Alternate Base Rate Loans. Each such notification shall specify the amount of the borrowing, the type of Loan (i.e., Alternate Base Rate Loan or LIBOR Loan), on at least the number of Business Days prior to the date of the relevant terminationproposed borrowing, reductionwhether such Loan represents an additional borrowing, Borrowing, a continuation or a conversion, continuation or prepayment or and in the first day case of such a LIBOR Loan, the Interest Period specified to be used in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence computation of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interestsinterest with respect thereto. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice relating to a reduction or termination of termination or reduction the Revolving Credit Commitment shall specify the amount and the Class of the Commitments Revolving Credit Commitment to be terminated reduced or reducedterminated. Each such Notice notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject borrowing pursuant to Section 4.04) and Type of each Loan to 2.4 may be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period delivered by telephone provided that it is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided confirmed in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan writing on the last same day of as the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthtelephonic notice.

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

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

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

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

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

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

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing, Conversions, Continuations and prepayment of Swingline Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Revolving Loans as Libor Loans denominated in US Dollars 3 Conversions or Continuations of Revolving Loans denominated in US Dollars and termination or reduction of Commitments 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Revolving Loans in Alternative Currencies (other than a Special Notice Currency) 4 Notice Number of Business Days Prior Borrowing, ABR Conversions or Continuations of Revolving Loans in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Borrowing or optional prepayment ofPrepayment of Revolving Loans which are Libor Loans denominated in US Dollars 3 Prepayment of Revolving Loans which are Libor Loans denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of Revolving Loans which are Libor Loans denominated in a Special Notice Currency 5 Any notices of the type described in this Section which are received by the Agent (and, conversions intoif applicable, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the Swingline Lender) after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Aggregate Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Loan or an IBOR Loan is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices All notices given by Borrower to the Administrative Agent hereunder of terminations or reductions of the CommitmentsRevolving Credit Commitment, or of Borrowingsborrowings, conversionsConversions, continuations and optional Continuations or prepayments of Loans and hereunder shall either be oral, with prompt written confirmation by telecopy, or in writing, with such written confirmation or writing to be substantially in the form of Classes Exhibit C attached hereto, and, in the case of Loansa --------- request for a Letter of Credit, to be substantially in the form of Types Exhibit H --------- attached hereto (a "Request for Letter of Loans and of the duration of Interest Periods Credit"); shall be irrevocable and irrevocable; shall be effective only if received by the Administrative Agent by telephone prior to 10:00 a.m. (prevailing Eastern time) on a Business Day which is: (a) at least fifteen (15) days prior to such termination or reduction of the Commitment; (b) not later than 1:00 p.m.the date such Loan is to be made as, New York time Converted to or Continued as a Base Rate Loan; (promptly followed by written notice via facsimile or electronic mail), on c) at least the number of three (3) Business Days prior to the date such Loan is to be made as, Converted to or Continued as a Eurodollar Loan; (d) at least fifteen (15) days prior to any such prepayment, in the case of a prepayment of any Revolving Credit Loan or the Term Loan; or (f) at least three (3) Business Days prior to the date such Letter of Credit is to be issued. Each such notice to reduce the Revolving Credit Commitment or to prepay any of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment Revolving Credit Loans or the first Term Loan shall specify the amount of the Revolving Credit Commitment or Revolving Credit Loans or Term Loan to be reduced or prepaid (which shall be an integral multiple of $100,000) and the date of such reduction or prepayment, which date, in the case of a prepayment of a Eurodollar Loan, shall not be prior to the last day of such the Interest Period specified in the table below (unless otherwise agreed then applicable to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity InterestsEurodollar Loan. NOTICE PERIODS Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination borrowing, Conversion or reduction Continuation shall specify specify: (i) the amount and the Class of the Commitments to such borrowing, Conversion or Continuation (which shall be terminated or reduced. Each an integral multiple of $100,000); (ii) whether such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted or Continued is a Revolving Credit Loan or a Term Loan; (iii) if such notice is for a borrowing, continued Conversion or prepaid Continuation of a Revolving Credit Loan, that the amount of the Loan to be made, Converted or Continued, when aggregated with all other Loans and Letter of Credit Obligations to be outstanding following the funding, Conversion or Continuation of such Loan, does not exceed the Borrowing Availability; (iv) whether such Loan will be made, Converted or Continued as a Eurodollar Loan or as a Base Rate Loan; (v) the date of borrowingsuch Loan is to be made, conversion, continuation Converted or prepayment Continued (which shall be a Business Day). Each Day and, if such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent Convert or Continue a Eurodollar Loan then outstanding, shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails not be prior to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such outstanding Loan); and (vi) if such Loan or (if outstanding as an ABR is a Eurodollar Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any the Interest Period with respect thereto. Each request for a borrowing, Conversion or Continuation of a Loan or for any LIBOR Loans within other financial accommodation by Borrower pursuant to this Agreement or the time period other Loan Documents shall constitute (y) an automatic warranty and otherwise representation by the Obligors to the Administrative Agent, the Agent and the Lenders that there does not then exist a Default or Event of Default or any event or condition which, with the making of such Loan or the issuance of such Letter of Credit, would constitute a Default or Event of Default and (z) an affirmation that as provided of the date of such request all of the representations and warranties of the Obligors contained in this Section 4.05Agreement and the other Loan Documents are true and correct in all material respects, such LIBOR Loan shall have an both before and after giving effect to the application of the proceeds of the Loan. If on the last day of the Interest Period of one monthany Eurodollar Loan hereunder, the Administrative Agent has not received a timely notice hereunder to Convert, Continue such Loan, or such designated portion, to a Base Rate Loan, or to prepay such Loan, Borrower shall be deemed to have submitted a notice to convert such Loan to a Base Rate Loan.

Certain Notices. Notices by Borrower the Borrowers to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., New York time 12:00 p.m. (promptly followed by written notice via facsimile or electronic mail), Eastern Standard time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Notice Business Days Prior Termination ---------------------------------------------------------------------------------------------- Borrowings or reduction Repayments of Loans which are Base Rate Loans or 1 LIBOR Loans not having a designated Interest Period Borrowings or Repayments of Loans which are LIBOR Loans having a 2 designated Interest Period Prepayments of Loans 2 Terminations or Reductions of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day 5 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.042.8 hereof) and Type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit D hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrowers for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to use of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each notice which includes reference to the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type of Loan Loan, or the duration of any Interest Period for any LIBOR Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if [ ]outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to The Borrowers may not borrow or convert any LIBOR Loans, Convert any Loans into LIBOR Loans but fails to select the duration of or Continue any Interest Period for any Loans as LIBOR Loans within if the time period and otherwise as provided in this Section 4.05, interest rate for such LIBOR Loan shall have an Interest Period of one monthLoans would exceed the Maximum Rate.

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

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (or the Swingline Lender, as the case may be) not later than 1:00 p.m.11:00 a.m. (in the case of notices in respect of Eurodollar Loans), 12:00 noon (in the case of notices in respect of Base Rate Loans) and 2:00 p.m. (in the case of notices in respect of Swingline Loans), New York time (promptly followed by written notice via facsimile or electronic mail)time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing or prepayment of ABR Swingline Loans or termination or reduction of Swingline Commitment same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the Credit Agreement duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. Notices by the Borrower to Administrative Agent the Bank of terminations a termination or reductions reduction of the CommitmentsCommitment, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Bank not later than 1:00 p.m., New York 11:00 a.m. (local time (promptly followed by written notice via facsimile or electronic mail), at the Principal Office) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Commitment 1 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods for, LIBOR Eurodollar Loans 3 Borrowing or prepayment of, or Conversions into, Continuations as, or duration of ABR Loans Interest Periods same day for, Money Market Loans Each such notice of termination or reduction shall specify the amount and the Class of the Commitments Commitment to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and (a) the amount (subject to Section 4.04) and Type of each the Loan to be borrowed, convertedConverted, continued Continued, or prepaid and (and, in the case of a Conversion, the Type of Loan to result from such Conversion), (b) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice , and (c) in the case of a borrowing of a Fixed Rate Loan, Conversion, or Continuation, the duration of an the Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such noticePeriod. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Fixed Rate Loan, within the time period and otherwise as provided in this Section 4.052.09, such Loan (if outstanding as a LIBOR Fixed Rate Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. (a) Dollar-denominated US$ Loans; Dollar-denominated US$-Canadian Loans; and Dollar-denominated Multi-Currency Loans. Notices by Borrower to the Administrative Agent of terminations or reductions of the US$ Commitments, US$-Canadian Commitments and Multi-Currency Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Dollar-denominated US$ Loans, Dollar-denominated US$-Canadian Loans and of Classes of Loans, of Types of Dollar-denominated Multi-Currency Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (i) in the case of a notice of borrowing of Dollar-denominated US$ Loans as ABR Loans, not later than 1:00 p.m.9:30 a.m. New York Time on the relevant Borrowing Date and (ii) in the case of any other notice, not later than 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination or reduction of Revolving Commitments 3 Optional Borrowing or prepayment of ABR Loans Same Day Borrowing or prepayment of, conversion of or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Period for Dollar-denominated Eurocurrency Loans 3 Borrowing of ABR Loans same day Prepayments required pursuant to Section 3.02(b) or 3.02(c) for Dollars 1 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments thereof to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify the Class amount and Type of the Loans to be borrowed, converted, continued converted or prepaid and the amount (subject to Section 4.04Sections 3.02(a) and Type of each Loan to be borrowed5.04 hereof), converted, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business Day) and, in the case of Eurocurrency Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. In the event that a Borrower fails to select the Type duration of Loan any Interest Period for any Eurocurrency Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanEurocurrency Loans and denominated in Dollars) will be automatically converted into an ABR Loan Loans on the last day of the then current Interest Period for such Loan Loans or (if outstanding as an ABR LoanLoans) will remain as, or (if not then outstanding) will be made as, an ABR LoanLoans. In the event that Each Borrower has elected shall give a copy of each notice to borrow or convert Loans into LIBOR Loans but fails be given by it pursuant to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.055.05(a) with respect to Dollar-denominated US$ Loans or Commitments, such LIBOR Loan shall have an Interest Period Dollar-denominated US$-Canadian Loans or Commitments and Dollar-denominated Multi-Currency Loans or Commitments to each of one monththe Multi-Currency Payment Agents.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional 4 Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Credit Agreement Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as As provided in Section 2.01(c)(iii) hereof, the provisions of this Section 4.05, such LIBOR Loan 4.05 shall have an Interest Period of one monthnot apply to Swingline Loans.

Certain Notices. Notices by Borrower to the Administrative Agent by the Borrower of terminations or reductions of the Commitments, and by the Borrower of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Bridge Credit Agreement ----------------------- 23 -19- Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. (a) Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Notice Business Days Prior Termination or reduction of Loan Commitments 3 Optional prepayment ofBorrowing (except the Term Loan Borrowing for the Fee Funding), Conversions into or conversions intofrom, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Continuations of Interest Periods for, LIBOR and Prepayments of Eurodollar Loans 3 5 Borrowing (except the Term Loan Borrowing for the Fee Funding) or Prepayment of ABR Base Rate Loans same day 1 Term Loan Borrowing for the Fee Funding 1 Each such notice of termination or reduction a Borrowing (each such notice, a “Notice of Borrowing”) shall specify be in substantially the amount and form of Exhibit B-2, shall be subject to the Class satisfaction of the Commitments SECOND AMENDED AND RESTATED GREENHUNTER CREDIT AGREEMENT conditions set forth in Article VI and shall specify, among other things: (i) the amounts of such Borrowing; (ii) the requested date of such Borrowing, which must be a Monthly Transfer Date (except for Term Loan Borrowing for the Fee Funding, which must be on or within two (2) Business Days after the Closing Date); (iii) a reasonable description of the specific use of the proceeds of the requested Borrowing, which use shall satisfy the conditions set forth in Section 8.09; (iv) the requested Type of Loan comprising such Borrowing and (v) with respect to be terminated or reduceda Borrowing of Eurodollar Loans, the requested Interest Period for each such Loan. Each such Notice notice of BorrowingConversion, conversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowedConverted, converted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowingConversion, conversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05Loan, such Loan (x) if outstanding as a LIBOR Eurodollar Loan, will remain as a Eurodollar Loan, (y) if outstanding as a Base Rate Loan, will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such remain as a Base Rate Loan or (if outstanding as an ABR Loanz) will remain as, or (if not then outstanding) , will be made as, an ABR as a Base Rate Loan. In the event that the Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Period, the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Borrower shall be deemed to have selected an Interest Period of one monthmonth for such Eurodollar Loan.

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing, Continuations and prepayment of Swingline Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Revolving Loans as Libor Loans denominated in US Dollars 3 Conversions or Continuations of Revolving Loans denominated in US Dollars and termination or reduction of Commitments 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Revolving Loans in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, ABR Conversions or Continuations of Revolving Loans in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Borrowing Prepayment of Revolving Loans which are Libor Loans denominated in US Dollars 3 Prepayment of Revolving Loans which are Libor Loans denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of Revolving Loans which are Libor Loans denominated in a Special Notice Currency 5 Terminations or optional prepayment ofreductions of Commitments 3 Any notices of the type described in this Section which are received by the Agent (and, conversions intoif applicable, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the Swingline Lender) after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Aggregate Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Exhibit F or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Loan is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone (and, if applicable, the Swingline Lender) not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS below: Notice Number of Business Days Prior Termination Borrowing and prepayment of Swingline Loans 0 Borrowing of Revolving Loans as Base Rate Loans 1 Borrowing of Libor Loans 3 Conversions or reduction Continuations of Libor Loans 3 Borrowing, Conversions or Continuations of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Borrowing, Conversions or Continuations of Alternative Currency Loans denominated in a Special Notice Currency 5 Prepayment of Revolving Loans which are Base Rate Loans 1 Prepayment of Libor Loans 3 Prepayment of Alternative Currency Loans (other than those denominated in a Special Notice Currency) 4 Prepayment of Alternative Currency Loans which are denominated in a Special Notice Currency 5 Terminations or reductions of Commitments 3 Optional prepayment ofAny notices of the type described in this Section which are received by the Agent (and, or conversions intoif applicable, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the Swingline Lender) after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall be in writing and shall specify the amount and the Class of the Aggregate Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Exhibit F or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed, converted, continued borrowed or prepaid and or the Loans to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Loan), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Loan to result from such Conversion; (iv) in the case of a borrowing, the Type of Loan requested and the amount thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Loan or Alternative Currency Term Rate Loan is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by the Borrower to Administrative Agent the Bank of terminations a termination or reductions reduction of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Bank not later than 1:00 p.m., New York time p.m. (promptly followed by written notice via facsimile or electronic mail), Charlotte time) on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions same day into, ABR CD Loans 1 Borrowing or optional prepayment of, conversions Conversions 3 into, continuations or Continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or optional prepayment shall specify (a) the Class of Loans to be borrowedClass, convertedamount, continued or prepaid and the amount (subject to Section 4.04) and Type of each the Loan to be borrowed, convertedConverted, continued Continued, or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion), and (b) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.052.08, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a CD Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a CD Loan) will remain as, or (if not then outstanding) will be made as, an ABR a CD Loan. In the event that Borrower has elected Notices pursuant to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month2.08 may be verbal provided that they are promptly confirmed in writing by facsimile.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Revolving Credit Commitments, of Borrowingsborrowings, conversionsConversions, continuations CREDIT AGREEMENT Continuations and optional and mandatory prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable (except that notices of a mandatory prepayment pursuant to Section 2.10 hereof may be revoked if the respective event giving rise to such prepayment does not occur, subject, however, to the obligation of the Borrower to compensate the Lenders for any loss, cost or expense incurred in connection with such revoked notice pursuant to Section 5.04 hereof) and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Revolving Credit Commitments 3 Optional prepayment Borrowings of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment same day Borrowings of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Optional Prepayments of ABR Loans same day 3 Mandatory Prepayments of Loans 1 Each such notice of termination or reduction shall specify the amount and the Class of the Revolving Credit Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the relevant Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan Loan, or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.CREDIT AGREEMENT

Certain Notices. Notices by Borrower The Borrowers shall give notices to Administrative the Agent of terminations all borrowings, terminations, or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods periods, such notices to be substantially in the form of EXHIBIT D hereto. Each such notice shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York p.m. Kansas City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the value date of the relevant termination, reduction, BorrowingConversion, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior ------ ------------------ Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayments of, or Conversion into, Corporate Same Day Base Rate Loans Borrowing or prepayment of, or conversions Conversion into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations Continuation 3 as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing For purposes of ABR Loans same day calculating the number of Business Days in the foregoing table, the date the notice is received shall be included if received not later than 1:00 p.m. Kansas City time, and excluded if received after 1:00 p.m. Kansas City time. Each such notice of termination or reduction shall specify whether it relates to the amount Reducing Revolving Credit Commitments or the Revolving Credit Commitments and the Class aggregate amount of the relevant Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class aggregate amount of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type amount, the type of each Loan Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type type of Loan, or the duration of any Interest Period, for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05Subsection 2.15, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Corporate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Corporate Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Corporate Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period (subject to Section 4.01(d) hereof) specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. NOTICE PERIODS Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions into, ABR of Base Rate Loans 1 Borrowing or optional prepayment of, conversions conversion of or into, continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing Prepayments of ABR Eurodollar Loans same day required pursuant to Section 3.02(b) 1 provided, however, that, for purposes of the borrowing of the initial Loans hereunder, notice of such borrowing shall be effective if received by the Administrative Agent not later than 10:00 a.m. New York time on the date of such borrowing. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments of each Class to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify the amount, Class and Type of the Loans to be borrowed, converted, continued converted or prepaid and the amount (subject to Section 4.04Sections 3.02(a) and Type of each Loan to be borrowed5.04 hereof), converted, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business Day) and, in the case of Eurodollar Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type duration of Loan any Interest Period for any Eurodollar Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanEurodollar Loans) will be automatically converted into an ABR Loan Base Rate Loans on the last day of the then current Interest Period for such Loan Loans or (if outstanding as an ABR LoanBase Rate Loans) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthBase Rate Loans.

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