Common use of Certain Notices Clause in Contracts

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, on the date which is the number of calendar days or Business Days, as applicable, prior to the date of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, and the date (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 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. If the 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions --------------- of terminations or reductions of the Commitments, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans and of Classes of Loans, of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 1:00 p.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Borrowing or prepayment of, or Conversions into, Base Rate Loans 1 Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Each such Conversion 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 change) Notices of optional prepayment shall specify the selection of Types Class of Loans and/or (including, if applicable, the particular Series of the duration of Interest Periods shall Incremental Facility Loans) to be irrevocable. Each notice of a Loan Transaction shall specify borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.04 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date (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 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. If the Borrower fails to select (i) the Type of Loan borrowing, Conversion, Continuation 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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.Credit Agreement ----------------

Certain Notices. Notices by the Lead Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR-based Loans for (subject to Section 2.4(6) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (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. F. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the Lead Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar 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 Eurodollar LIBOR Loan) will be automatically be continued Continued as a Eurodollar an LIBOR-based Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as an Base Rate Loan, will remain as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions of terminations or reductions of Commitments, of borrowings, conversions and the selection of Types prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 12:00 noon New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, conversion and/or prepayment (subject to Section 4.01(d) hereof) specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, Number of Business Notice Days Prior Termination or borrowings in reduction of Commitments 3 Borrowing or prepayment of Base Rate Loans 3 Business Days Conversions 1 Borrowing or prepayment of, conversion of or into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans 3 Prepayments of Eurodollar Loans required pursuant to Section 3.02(b) 1 provided, however, that, for such Conversion Continuation or change) Notices purposes of the selection of Types of Loans and/or borrowing of the duration initial Loans hereunder, notice of Interest Periods such borrowing shall be irrevocableeffective if received by the Administrative Agent not later than 10:00 a.m. New York time on the date of such borrowing. Each notice of a Loan Transaction termination or reduction shall specify the amount of the Commitments of each Class to be terminated or reduced. Each notice of borrowing, conversion or prepayment shall specify the amount, Class and Type of the Loans to be borrowed, converted or prepaid (subject to Section 4.04Sections 3.02(a) and 5.04 hereof), Type, and Interest Period of such proposed Loan Transaction, and the date of borrowing, conversion or prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be and, in the form case of Exhibit L attached heretoEurodollar Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice specifying the of 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 affected Lenders of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan Loans 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 4.055.05, such Loan Loans (if outstanding as a Eurodollar LoanLoans) will be automatically be continued as a Eurodollar Loan as of converted into Base Rate Loans on the last day of the then current Interest Period for such LoanLoans or (if outstanding as Base Rate Loans) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loans.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by the a Borrower to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments and the selection of borrowings and optional prepayments of Loans, Currencies and Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 11:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, Termination or borrowings in reduction of Commitments 3 Borrowing or prepayment of Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings insame day Borrowing or prepayment of, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Eurocurrency Loans for such Conversion Continuation denominated in Dollars 3 Borrowing or change) Notices of the selection of Types of Loans and/or of the prepayment of, or duration of Interest Periods Period for, Eurocurrency Loans denominated in an Agreed Alternative Currency 4 Each such notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced. Each such notice of borrowing or optional prepayment shall be irrevocable. Each notice in substantially the form of a Loan Transaction Exhibit D hereto and shall specify the Loans to be borrowed or prepaid and the amount (subject to Section 4.044.04 hereof), TypeCurrency and Type of each Loan to be borrowed or prepaid, and Interest Period of such proposed Loan Transaction, and the date of borrowing or optional 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 specifying the duration of an Interest Period shall specify the portion 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 or COBE shall also be signed by COB. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. If the 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 Company to the Administrative Agent regarding Loan Transactions Bank of terminations or reductions of the Commitment, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, and of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent Bank not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior Termination or reduction of the Commitment 1 Borrowing or prepayment of, or Conversions into, Base Rate Loans 2 Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Each such Conversion notice of termination or reduction shall specify the amount of the Commitment to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.03 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional prepayment (which shall be a Business Day) and, if Securities are to pledged to the Bank in order to satisfy the condition to such borrowing contained in clause (a) of the last sentence of Section 2.01 hereof, shall specify the fair market value of such proposed Loan Transaction. Notices for Conversions Securities and Continuations shall be in the form of Exhibit L attached heretosource used by the Company to determine such fair market value. Each such notice specifying of 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 In the Lenders of event that the contents of each such notice. If the Borrower Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period 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 4.054.04, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing or prepayment or the first day of such Interest Period specified immediately below: Optional Notice Number of Business Days Prior Termination or reduction of Commitments 3 Borrowing of Base Rate Loans 0 ** Prepayment 10 calendar days of, or Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions 1 Borrowing or prepayment of, Conversion into, Continuations 3 Business Days as, borrowings inContinuation of, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 ** same day notice Each such Conversion notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the Syndicated Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.04 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 Banks of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan a Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 Eurodollar Loan) will automatically be continued as made as, Continue or Converted into a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 Company to Bank Parties of terminations or reductions of the Administrative Agent regarding Loan Transactions Commitment, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, and of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent each Bank Party not later than 3:00 PM, 11:00 a.m. New York City time, time on the date which is at least the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior ------ ------------------ Termination or reduction of the Commitment 2 Borrowing or prepayment of, or Conversions into, Base Rate Loans 1 Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Each such Conversion notice of termination or reduction shall specify the amount of the Commitment to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.03 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 In the Lenders of event that the contents of each such notice. If the Borrower Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period 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 4.054.04, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for (subject to Section 2.4(6)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.7(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (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. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the 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 4.052.7(5), such Loan (if outstanding as a an Eurodollar Loan) will be automatically be continued Continued as a an Eurodollar Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a Libor Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan, will remain as a Base Rate Loan.

Certain Notices. Notices by the Borrower Company to the Administrative Agent regarding of terminations or reductions of the Revolving Loan Transactions Commitments, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, of Types of Loans and/or of the duration of Interest Periods shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, on the date which is the number of calendar days or Business Days, as applicable, prior to the date of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices of the selection of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable. All such notices shall be received by the Agent not later than 10:00 a.m. New York time on 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 below, provided that any notice received after the time set forth above on any Business Day or on any date other than a Business Day shall be deemed received on the next succeeding Business Day: Each such notice of a termination or reduction shall specify the amount of the Revolving Loan Transaction Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or optional prepayment shall specify the amount (subject to Section 4.04)4.04 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 In the Lenders of event that the contents of each such notice. If the Borrower Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Notice Days Prior Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for (subject to Section 2.4(6)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (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. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the 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 4.052.8(5), such Loan (if outstanding as a an Eurodollar Loan) will be automatically be continued Continued as a an Eurodollar Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a Libor Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan, will remain as a Base Rate Loan.

Certain Notices. (a) Notices by the Borrower to the Administrative Agent regarding Loan Transactions of voluntary reductions of the Commitments, borrowings, Conversions, Continuation and the selection prepayments of Types Loans, of Loans and/or type of Loans, and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, 10:00 a.m. Chicago time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Notice Business Days Prior Reduction of Commitments five Borrowing or prepayment of, or Conversions into, Prime Rate Loans or Fed Funds Rate Loans same day Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or changethree (b) Notices Each notice of reduction of the selection Commitments shall specify the amount of Types of Loans and/or of the duration of Interest Periods shall be irrevocablesuch reduction. Each notice of a Loan Transaction borrowing, Conversion, Continuation, or prepayment shall specify the Loans to be borrowed, Converted, Continued, or prepaid and the amount (subject to Section 4.04)3.4 hereof) and type of the Loans to be borrowed, TypeConverted, and Interest Period of such proposed Loan TransactionContinued, or prepaid and the date of 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 specifying of 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 Banks of the contents of each such notice. If . (c) In the event that the Borrower fails to select (i) the Type 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 4.053.5, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Prime Rate Loan as of on the last day of the then current Interest Period for such Loan or will be made as a Prime Rate Loan; provided, with such Eurodollar Loan having an Interest Period of one month, and that the Borrower shall be deemed continue to have provided the right to Convert any such Loan on the Administrative Agent three (3) Business Days prior to the first day terms and conditions of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.this Agreement.

Certain Notices. Notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant reduction, borrowing or prepayment or the first day of such Interest Period specified immediately below: Optional Notice Number of Business Days Prior Borrowing of Base Rate Loans 0** Prepayment 10 calendar days of, or Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions 1 Borrowing or prepayment of, Conversion into, Continuations 3 Business Days as, borrowings inContinuation of, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 ** same day notice Each such Conversion notice of borrowing, Conversion, Continuation or change) Notices optional prepayment will be substantially in the form of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction Exhibit E or Exhibit F, as applicable, shall specify the Term Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.04 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 Banks of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan a Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 Eurodollar Loan) will automatically be continued as made as, Continue or Converted into a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions of borrowing, conversions and the selection of Types prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 11:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, conversion and/or prepayment specified immediately below: Optional Prepayment 10 calendar days Conversions Termination or reduction of Bridge Commitments 3 Borrowing or prepayment of ABR Loans 1 Borrowing or prepayment of, conversion of or into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods forPeriod for Eurocurrency Loans 3 Prepayments required pursuant to Section 3.02(b), applicable Interest Period Eurodollar Loans for 3.02(c) or 3.02(d) hereof 1 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing, conversion or prepayment shall specify the amount and Type of the Loans to be borrowed, converted or prepaid (subject to Section 4.04Sections 3.02(a) and 5.04 hereof), Type, and Interest Period of such proposed Loan Transaction, and the date of borrowing, conversion or prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be and, in the form case of Exhibit L attached hereto. Each such notice specifying Eurocurrency Loans, the duration of an the Interest Period shall specify therefor (subject to the portion definition of the Loans to which such Interest Period is to relatePeriod). The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If In the Borrower event that the Parent fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan Eurocurrency Loans 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 4.055.05, such Loan Loans (if outstanding as a Eurodollar LoanEurocurrency Loans) will be automatically be continued as a Eurodollar Loan as of converted into ABR Loans on the last day of the then current Interest Period for such LoanLoans or (if outstanding as ABR Loans) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.ABR Loans.

Certain Notices. (a) Notices by the Borrower to the Administrative Agent regarding Loan Transactions of voluntary reductions of the Commitments, borrowings, Conversions, Continuation and the selection prepayments of Types Loans, of Loans and/or type of Loans, and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, 10:00 a.m. Chicago time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Business Notice Days Prior ------ ---------- Reduction of Commitments five Borrowing or prepayment of, or Conversions into, Prime Rate Loans or Fed Funds Rate Loans same day Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or changethree (b) Notices Each notice of reduction of the selection Commitments shall specify the amount of Types of Loans and/or of the duration of Interest Periods shall be irrevocablesuch reduction. Each notice of a Loan Transaction borrowing, Conversion, Continuation, or prepayment shall specify the Loans to be borrowed, Converted, Continued, or prepaid and the amount (subject to Section 4.04)4.4 hereof) and type of the Loans to be borrowed, TypeConverted, and Interest Period of such proposed Loan TransactionContinued, or prepaid and the date of 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 specifying of 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 Banks of the contents of each such notice. If . (c) In the event that the Borrower fails to select (i) the Type 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 4.054.5, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Prime Rate Loan as of on the last day of the then current Interest Period for such Loan or will be made as a Prime Rate Loan; provided, with such Eurodollar Loan having an Interest Period of one month, and that the Borrower shall be deemed continue to have provided the right to Convert any such Loan on the Administrative Agent three (3) Business Days prior to the first day terms and conditions of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.this Agreement.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions of terminations or reductions of Commitments, of borrowings, Conversions, Continuations and the selection of Types prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City 9:00 a.m. (Los Angeles time, ) on the date which is same Business Day in the number case of calendar days certain Base Rate Loans or on the Business Days, as applicable, Day prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period, in each case specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, or borrowings in Number of Notice Business Days Prior ------ ------------------- Borrowing of Revolving Credit Loans which are Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day 1* Borrowing of next duration of Interest Periods for, applicable Interest Period Revolving Credit Loans which are Eurodollar Loans for 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 9:00 a.m. (Los Angeles time), Agent shall make Base Rate Loans on same day as notice. If notice is received after 9:00 a.m. (Los Angeles time), Agent shall make Base Rate Loans on the Business Day following such Conversion notice. Each such notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction prepayment shall specify the Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04), Type, 2.8 hereof) and Interest Period of such proposed Loan Transaction, and the date (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 specifying the duration of an Interest Period shall specify the portion Type 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. If the Borrower fails to select (i) the Type of Loan be borrowed, Converted, Continued 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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.prepaid

Certain Notices. Notices by the Borrower Company to Bank Parties of --------------- terminations or reductions of the Administrative Agent regarding Loan Transactions Commitment, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans, and of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent each Bank Party not later than 3:00 PM, 11:00 a.m. New York City time, time on the date which is at least the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Notice Days Prior ------ ---------- Termination or reduction of the Commitment 2 Borrowing or prepayment of, or Conversions 1 into, Base Rate Loans Borrowing or prepayment of, Conversions into, 3 Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for Each such Conversion notice of termination or reduction shall specify the amount of the Commitment to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.03 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 In the Lenders of event that the contents of each such notice. If the Borrower Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period 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 4.054.04, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Request for Loan Advance 10 Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR-based Loans for (subject to Section 2.4(6)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (which shall be a Business Day) of such proposed Loan TransactionTransaction 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 L attached hereto. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. 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. If the Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar 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 Eurodollar LIBOR Loan) will be automatically be continued Continued as a Eurodollar an LIBOR-based Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as an Base Rate Loan, will remain as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan.

Certain Notices. Notices by the Borrower Company to the Administrative --------------- Agent regarding Loan Transactions of terminations or reductions of Commitments, of borrowings, Conversions, Continuations and the selection of Types optional prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 1:00 New York City timetime on (in the case of Base Rate Loans), the same day as, and on (in the case of Eurodollar Loans and termination or reduction of Commitments) the date which that is the number of calendar days or three Business DaysDays prior to, as applicable, prior to the date of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions intorelevant termination, Continuations asreduction, borrowing, Conversion, Continuation or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, prepayment or changes in (prior to the first day of next duration such Interest Period. Each such notice of Interest Periods fortermination or reduction shall specify the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, applicable Interest Period Eurodollar Loans for such Conversion Conversion, Continuation or change) Notices of optional prepayment shall specify the selection of Types Class, Series and Type of Loans and/or of the duration of Interest Periods shall to be irrevocable. Each notice of a Loan Transaction shall specify borrowed or prepaid, the amount (subject to Section 4.04)4.04 hereof) of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan TransactionContinued or prepaid, and the date of borrowing Conversion, Continuation or optional 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 specifying the duration of an the Interest Period shall specify the portion of 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. If In the Borrower event that the Company fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Term Loan that is a Eurodollar Loan Loan, within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and Credit Agreement ---------------- otherwise as provided in this Section 4.05, such Loan (if outstanding as a Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such shall automatically convert to a Base Rate Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions of terminations or reductions of Commitments, of borrowings, conversions and the selection of Types prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM12:00 noon (or, in the case of borrowings of Base Rate Loans, 11:00 a.m.) New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, conversion and/or prepayment (subject to Section 4.01(d) hereof) specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, Number of Business Notice Days Prior ------ ---------- Termination or borrowings in reduction of Commitments 3 Borrowing of Base Rate Loans 3 Business Days Conversions 0 Prepayment of Base Rate Loans 1 Borrowing or prepayment of, conversion of or into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans 3 Prepayment of Eurodollar Loans required pursuant to Section 3.02(b) 1 provided, however, that, for such Conversion Continuation or change) Notices purposes of the selection of Types of Loans and/or borrowing of the duration Tranche B Term Loans hereunder, notice of Interest Periods such borrowing shall be irrevocableeffective if received by the Administrative Agent not later than 10:00 a.m. New York time on the date of such borrowing. Each notice of a Loan Transaction termination or reduction shall specify the amount of the Commitments of each Class to be terminated or reduced. Each notice of borrowing, conversion or prepayment shall specify the amount, Class and Type of the Loans to be borrowed, converted or prepaid (subject to Section 4.04Sections 3.02(a) and 35 42 5.04 hereof), Type, and Interest Period of such proposed Loan Transaction, and the date of borrowing, conversion or prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be and, in the form case of Exhibit L attached heretoEurodollar Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice specifying the of 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 affected Lenders of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan Loans 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 4.055.05, such Loan Loans (if outstanding as a Eurodollar LoanLoans) will be automatically be continued as a Eurodollar Loan as of converted into Base Rate Loans on the last day of the then current Interest Period for such LoanLoans or (if outstanding as Base Rate Loans) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loans.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions of Conversions, and the selection Continuations of Types of LIBOR Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. (New York City time, ) on the date which is the number of calendar days or Business Days, as applicable, Banking Days prior to the date of the proposed Loan Transaction relevant Conversion, and Continuation or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Notice Banking Days Prior ------ ------------------ Conversions into Base Rate Loans same day Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR Loans for three (3) Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction Conversion or Continuation shall specify the Loan to be Converted or Continued and the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, 2.15 hereof) thereof and the date of Conversion or Continuation (which shall be a Business Banking Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto). Each such notice specifying of the duration of an Interest Period shall specify the portion of the LIBOR Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify In the Lenders of the contents of each such notice. If event that the Borrower fails to select (i) the Type type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar LIBOR 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 4.052.16, such Loan (if outstanding as a Eurodollar LIBOR Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such LIBOR Loan, with such Eurodollar Loan 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 Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments and the selection of borrowings and optional prepayments of Loans, of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, Number of Business Notice Days Prior Termination or borrowings in reduction of Commitments 3 Borrowing of Alternate Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first same day Prepayment of next Alternate Base Rate Loans 1 Borrowing and duration of Interest Periods Period for, applicable Interest Period and prepayment of, Eurodollar Loans for 3 Each such Conversion Continuation notice of termination or change) Notices reduction shall specify the amount of the selection of Types of Loans and/or of the duration of Interest Periods shall Commitments to be irrevocableterminated or reduced. Each such notice of a Loan Transaction borrowing or optional prepayment shall specify the Loans to be borrowed or prepaid and the amount (subject to Section 4.04), Type, 4.04 hereof) and Interest Period Type of such proposed each Loan Transaction, to be borrowed or prepaid and the date of borrowing or optional 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 specifying of 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 Banks of the contents of each such notice. If the 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Bank of Conversions, and Continuations of all or any portion of the Amended and Restated Term Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent Bank not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant Conversion, and Continuation or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Notice Business Days Prior ------ ------------------- Conversions into Prime Rate Loans one (1) Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR Loans for two (2) Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction Conversion or Continuation shall specify the Loan to be Converted or Continued, the amount (subject to Section 4.04)2.11) thereof, Type, and the Interest Period therefor in the case of such proposed Loan TransactionLIBOR Loans, and the date of Conversion or Continuation (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 specifying of the duration of an Interest Period shall specify the portion of the LIBOR Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify In the Lenders of the contents of each such notice. If event that the Borrower fails to select (i) the Type type of Loan Loan, or (ii) the duration of any Interest Period Period, for any Eurodollar LIBOR 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 4.052.12, such Loan (if outstanding as a Eurodollar LIBOR Loan) will be automatically be continued as Converted into a Eurodollar Prime Rate Loan as of on the last day of the then current Interest Period for such LIBOR Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions of terminations or reductions of Commitments, of borrowings, conversions and the selection of Types prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 1:00 p.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, conversion and/or prepayment specified immediately below: Optional Prepayment 10 calendar days Conversions Number of Business Notice Days Prior Termination or reduction of Commitments 3 Borrowing or prepayment of ABR Loans 1 Borrowing or prepayment of, conversion of or into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Prepayments required pursuant to Section 3.02(b) 1 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing, conversion or prepayment shall specify the amount and Type of the Loans to be borrowed, converted or prepaid (subject to Section 4.04Sections 3.02(a) and 5.04 hereof), Type, and Interest Period of such proposed Loan Transaction, and the date of borrowing, conversion or prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be and, in the form case of Exhibit L attached heretoEurodollar Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice specifying the of 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 affected Lenders of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan Loans 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 4.055.05, such Loan Loans (if outstanding as a Eurodollar LoanLoans) will be automatically be continued as a Eurodollar Loan as of converted into ABR Loans on the last day of the then current Interest Period for such LoanCredit Agreement Loans or (if outstanding as ABR Loans) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.ABR Loans.

Certain Notices. Notices by the Revolving Credit Borrowers and the Term Loan Borrower to the Administrative Agent regarding Loan Transactions of Conversions, and the selection Continuations of Types of LIBOR Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. (New York City time, ) on the date which is the number of calendar days or Business Days, as applicable, Banking Days prior to the date of the proposed Loan Transaction relevant Conversion, and Continuation or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Notice Banking Days Prior Conversions into Base Rate Loans same day Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR Loans for three (3) Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction Conversion or Continuation shall specify the Loan to be Converted or Continued and the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, 2.15 hereof) thereof and the date of Conversion or Continuation (which shall be a Business Banking Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto). Each such notice specifying of the duration of an Interest Period shall specify the portion of the LIBOR Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify In the Lenders of event that the contents of each such notice. If the applicable Co-Borrower fails to select (i) the Type type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar LIBOR 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 4.052.16, such Loan (if outstanding as a Eurodollar LIBOR Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such LIBOR Loan, with such Eurodollar Loan 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 Company to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments, of borrowings, Conversions, Continuations and the selection of Types optional prepayments of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, 9:30 a.m. Los Angeles time on the date which is same Business Day or the number of calendar days or Business Days, as applicable, 44 Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior Termination or reduction of Commitments 3 Borrowing or prepayment of, or Conversions into, Prime Rate Loans same day Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 4 Each such Conversion notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation or change) Notices of optional prepayment shall specify the selection of Types Class of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify and the amount (subject to Section 4.04)) and Type of each Loan to be borrowed, TypeConverted, and Interest Period Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such proposed Loan Transaction, Conversion) and the date of borrowing, Conversion, Continuation or optional 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 specifying of the duration of an Interest Period shall specify the portion Class of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each any such noticenotices received by it except that, at the Administrative Agent's option, notices of the borrowings and optional prepayments of Loans may be summarized periodically (but no less frequently than weekly). If In the Borrower event that the Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Prime Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Prime Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Prime Rate Loan.

Certain Notices. Notices by the Borrower Co-Borrowers to the Administrative Agent regarding Loan Transactions Bank of each prepayment pursuant to Section 4.02 and the selection of Types of Loans and/or each reduction or termination of the duration Commitment pursuant to Section 2.06 and of Interest Periods a conversion pursuant to Section 3.01 shall be irrevocable and shall be effective on the date of receipt only if received by the Administrative Agent Bank not later than 3:00 PM11:00 a.m., New York City time, on the date which is the number of calendar days or Business Days, as applicable, prior to the date notice with respect thereto is required to be given hereunder; and (a) the Co-Borrowers shall give the Bank (i) at least three Banking Days' irrevocable telephonic notice (confirmed in writing) of each Eurodollar Loan (whether representing an additional borrowing hereunder, a conversion of a borrowing hereunder from a Variable Rate Loan to a Eurodollar Loan or a continuation of a Eurodollar Loan for an additional Interest Period) prior to 10:30 a.m., New York, New York time on the day such notice is given and (ii) irrevocable telephonic notice (confirmed in writing) of each Variable Rate Loan (whether representing an additional borrowing hereunder or the conversion of an existing Eurodollar Loan to a Variable Rate Loan at the end of the Interest Period with respect to any such Eurodollar Loan) prior to 10:30 a.m., New York, New York time on the day of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, Variable Rate Loan; and (b) in the case of reductions or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices termination of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocableCommitment, given thirty (30) days prior thereto. Each such notice relating to the borrowing, continuation, conversion or prepayment of a Revolving Credit Loan Transaction shall specify the Loans to be borrowed, converted, continued or prepaid, and the amount (subject to Section 4.04)2.07 or Section 3.04, Typeas the case may be) and type of the Loans to be borrowed or prepaid, and the Interest Period of such proposed with respect to any Eurodollar Loan Transaction, and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Banking Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto). Each such notice specifying the duration of an Interest Period reduction or termination of Commitment shall specify the portion amount of the Loans Commitment to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the Borrower fails to select (i) the Type of Loan be reduced 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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.terminated.

Certain Notices. Notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of Conversions, Continuations and prepayments of Loans, and of the selection of Types type of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, noon New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days specified below prior to the date of the proposed Loan Transaction specified immediately belowrelevant termination, reduction, Conversion, Continuation or prepayment or prior to the first day of the relevant Interest Period: Optional Prepayment 10 calendar days Number of Business Days' Prior Notice Conversions into Base Rate Loans 1 Conversions into, Continuations asof, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Each such Conversion notice of Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction prepayment shall specify the Loans to be Converted, Continued or prepaid and the amount (subject to Section 4.04)) and type of each Loan to be Converted, Type, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of 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 specifying of 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 Banks of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type type of Loan Loan, or (ii) the duration of any Interest Period 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 Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan)) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments and the selection of Types borrowings and optional prepayments of Loans and/or and of the duration of Interest Periods for the continuation of each Loan shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City 11:00 a.m. London time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions intorelevant termination, Continuations asreduction, borrowing or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, prepayment or changes in (prior to the first day of next such Interest Period specified below: Termination or reduction of Commitments 3 Borrowing or prepayment of or duration of Interest Periods for, applicable Interest Period Eurodollar for Loans 3 Request for issuance or Continuation of Letters of Credit 3 Each such Conversion Continuation notice of termination or change) Notices reduction shall specify the amount of the selection of Types of Loans and/or of the duration of Interest Periods shall Commitments to be irrevocableterminated or reduced. Each such notice of a Loan Transaction borrowing or optional prepayment shall specify the Loans to be borrowed or prepaid and the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, 4.04 hereof) and the date of borrowing or optional prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in and, if applicable, the form of Exhibit L attached hereto. Each such notice specifying the duration of an relevant Interest Period shall specify the portion of the Loans to which such Interest Period is to relatePeriod. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. If In the event that the Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan a 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, it shall be deemed to have elected to continue such Loan (if outstanding as a Eurodollar Loan) will automatically be continued as a Eurodollar Loan as with an Interest Period of one month starting on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Notice Number of Business Days Prior Request for Loan Advance 10 Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR-based Loans for (subject to Section 2.4(6)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (which shall be a Business Day) of such proposed Loan TransactionTransaction 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 L attached hereto. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. 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. If the Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar 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 Eurodollar LIBOR Loan) will be automatically be continued Continued as a Eurodollar an LIBOR-based Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as an Base Rate Loan, will remain as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan.

Certain Notices. Notices by the Lead Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent (and, in the case of a Request for Loan Advance, the Construction Consultant) not later than 3:00 PMp.m., New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Notice Number of Business Days Prior Request for Loan Advance 10 Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR-based Loans for such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.4(6)) 3 Each Loan Transaction notice shall specify the amount, Type, and Interest Period and date of such proposed Loan Transaction, and in the date (which case of a Request for Loan Advance, shall be accompanied by all documentation required by this Agreement as a Business Day) of such proposed Loan Transactioncondition precedent to the applicable Loans. Notices for Conversions and Continuations shall be in the form of Exhibit L attached hereto. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The 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. If the Lead Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar LIBOR-based Loan within the required time period and otherwise as provided in this Section 2.6(4), such Loan (i.e., three if outstanding as a LIBOR-based Loan) will be automatically Continued as an LIBOR-based Loan with an Interest Period of one (31) month (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 4.05or, such Loan (if outstanding as a Eurodollar Base Rate Loan) , will automatically be continued remain as a Eurodollar Loan as of the last day of the then current Interest Period for such Base Rate Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions Lender of terminations or reductions of the Commitment and the selection of borrowings, Conversions and Continuations and optional prepayments of Loans, of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent Lender not later than 3:00 PM10:00 a.m. Chicago, New York City time, Illinois time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion or Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Conversions Credit Agreement Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitment 4 Borrowing or prepayment of Base Rate 1 Loans Borrowing or prepayment of, 4 Conversion into, Continuations Continuation as, or borrowings in duration of Interest Period for, Eurodollar Loans; or Conversion into Base Rate Loans 3 Business Days Conversions intoEach such notice of termination or reduction shall specify the amount of the Commitment to be terminated or reduced. Each such notice of borrowing, Continuations 3 Business Days asConversion, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.03) and Type of each Loan to be borrowed, TypeConverted, and Interest Period Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such proposed Loan Transaction, Conversion) and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 In the Lenders of the contents of each such notice. If event that the Borrower fails to select (i) the Type of Loan a Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 4.054.04, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued Continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one monthmonth or (if outstanding as a Base Rate Loan) will remain as, and the Borrower shall or (if not then outstanding) will be deemed to have provided to the Administrative Agent three (3) Business Days prior to the first day of such Interest Period made as, a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan.

Certain Notices. Notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of the borrowing, Conversions, Continuations and the selection optional prepayments of Loans and of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM10:00 a.m, New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction borrowing or the relevant Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior ------ ------------------- Borrowing or prepayment of Base Rate Loans one Borrowing or prepayment of, Conversions into, three Continuations as, or borrowings in duration of Interest Period for, Eurodollar Loans Conversions into Base Rate Loans 3 Business Days Conversions intothree Each such notice of borrowing, Continuations 3 Business Days asConversion, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction optional prepayment shall specify the amount (subject to Section 4.04)4.03 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such proposed Loan Transaction, Conversion) and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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 Lender of the contents of each such notice. If In the Borrower event that the Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 4.054.04, such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments and the selection of Types borrowings and optional prepayments of Loans and/or and of the duration of Interest Periods for the continuation of each Loan shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City 11:00 a.m. London time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction specified immediately below: Optional Prepayment 10 calendar days Conversions intorelevant termination, Continuations asreduction, borrowing or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, prepayment or changes in (prior to the first day of next such Interest Period specified below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Borrowing or prepayment of or duration of Interest Periods for, applicable Interest Period Eurodollar for Loans 3 Request for issuance or Continuation of Letters of Credit 3 Each such Conversion Continuation notice of termination or change) Notices reduction shall specify the amount of the selection of Types of Loans and/or of the duration of Interest Periods shall Commitments to be irrevocableterminated or reduced. Each such notice of a Loan Transaction borrowing or optional prepayment shall specify the Loans to be borrowed or prepaid and the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, 4.04 hereof) and the date of borrowing or optional prepayment (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in and, if applicable, the form of Exhibit L attached hereto. Each such notice specifying the duration of an relevant Interest Period shall specify the portion of the Loans to which such Interest Period is to relatePeriod. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. If In the event that the Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar Loan a 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, it shall be deemed to have elected to continue such Loan (if outstanding as a Eurodollar Loan) will automatically be continued as a Eurodollar Loan as with an Interest Period of one month starting on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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 the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM12:00 noon, New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Notice Days Prior Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for (subject to Section 2.4(6)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (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. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the 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 4.052.8(5), such Loan (if outstanding as a an Eurodollar Loan) will be automatically be continued Continued as a an Eurodollar Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a LIBOR Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan, will remain as a Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM1:00 p.m., New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Optional Notice Number of BusinessDays Prior Voluntary Prepayment 10 calendar days 5 Conversions into, into or Continuations as, or borrowings in as Base Rate Loans 3 Business Days Conversions into, into or Continuations as LIBOR Loans 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.3.5(d), Type, ) and Interest Period Type of such proposed Loan Transaction, and the date (which shall be a Business Day) of such proposed Loan Transaction. Notices for Conversions and Continuations shall be in the form of Exhibit L Attachment E attached hereto. Each such notice specifying to the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relateModification Agreement. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the 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 4.052.3.5(e), such Loan (if outstanding as a Eurodollar LIBOR Loan) will be automatically be continued Continued as a Eurodollar LIBOR Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to the Administrative Agent three (3based on a LIBOR Rate determined two (2) Business Days prior to the first day of such the next Interest Period Period) or, if outstanding as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan, will remain as a Base Rate Loan.

Certain Notices. (a) Notices by the Borrower to the Administrative Agent regarding Loan Transactions of voluntary reductions of the Commitments, borrowings, Conversions, Continuation and the selection prepayments of Types Loans, of Loans and/or type of Loans, and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, 10:00 a.m. Chicago time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Notice Business Days Prior Reduction of Commitments five Borrowing or prepayment of, or Conversions into, Prime Rate Loans or Fed Funds Rate Loans same day Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or changethree (b) Notices Each notice of reduction of the selection Commitments shall specify the amount of Types of Loans and/or of the duration of Interest Periods shall be irrevocablesuch reduction. Each notice of a Loan Transaction borrowing, Conversion, Continuation, or prepayment shall specify the Loans to be borrowed, Converted, Continued, or prepaid and the amount (subject to Section 4.04)3.4 hereof) and type of the Loans to be borrowed, TypeConverted, and Interest Period of such proposed Loan TransactionContinued, or prepaid and the date of 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 specifying of 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 Banks of the contents of each such notice. If . (c) In the event that the Borrower fails to select (i) the Type 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 4.053.5 , such Loan (if outstanding as a Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Prime Rate Loan as of on the last day of the then current Interest Period for such Loan or will be made as a Prime Rate Loan; provided , with such Eurodollar Loan having an Interest Period of one month, and that the Borrower shall be deemed continue to have provided the right to Convert any such Loan on the Administrative Agent three (3) Business Days prior to the first day terms and conditions of such Interest Period a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.this Agreement.

Certain Notices. Notices by the Borrower Company to the Administrative Agent regarding Loan Transactions of terminations or reductions of the Commitments, of borrowings, Conversions, Continuations and the selection optional prepayments of Loans and of Classes of Loans and of Types of Loans and/or and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 10:00 a.m. New York City time, time on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction relevant termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such Interest Period specified immediately below: Optional Prepayment 10 calendar days Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Borrowing or prepayment of, or Conversions into, Base Rate Loans 1 Borrowing or prepayment of, Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar Loans for 3 Credit Agreement 45 - 41 - Each such Conversion 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 change) Notices of optional prepayment shall specify the selection of Types Class of Loans and/or of the duration of Interest Periods shall to be irrevocable. Each notice of a Loan Transaction shall specify borrowed, Converted, Continued or prepaid and the amount (subject to Section 4.04)4.04 hereof) and Type of each Loan to be borrowed, TypeConverted, and Interest Period of such proposed Loan Transaction, Continued or prepaid and the date of borrowing, Conversion, Continuation or optional 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 specifying of 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. If In the Borrower event that the Company fails to select (i) the Type of Loan Loan, or (ii) the duration of any Interest Period for any Eurodollar Loan 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 Eurodollar Loan) will be automatically be continued as Converted into a Eurodollar Base Rate Loan as of on the last day of the then current Interest Period for such Loan or (if outstanding as a Base Rate Loan) will remain as, with such Eurodollar Loan having an Interest Period of one monthor (if not then outstanding) will be made as, 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.Base Rate Loan.

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable as of, and shall be effective only if received by the Administrative Agent not later than 3:00 PMthan, 2:00 p.m., New York City time, on the date which is the number of calendar days or Business Days, as applicable, Days prior to the date of the proposed Loan Transaction or the first day of such Interest Period specified immediately below: Notice: Number of Business Days Prior: Optional Prepayment 10 calendar days 3 Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, in or changes in (prior to first day of next duration of Interest Periods Period for, applicable Interest Period Eurodollar LIBOR-based Loans for (subject to Section 2.4(6)(a)) 3 Each such Conversion Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.042.8(4)), Type, and Interest Period of such proposed Loan Transaction, and the date (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. E. Each such notice specifying the duration of an Interest Period shall specify the portion of the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If the Borrower fails to select (i) the Type of Loan or (ii) the duration of any Interest Period for any Eurodollar 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 Eurodollar LIBOR Loan) will be automatically be continued Continued as a Eurodollar an LIBOR-based Loan as with an Interest Period of one (1) month on the last day of the then current Interest Period for such Loan or, if outstanding as an Base Rate Loan, with such Eurodollar Loan 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 will remain as a duly completed and unqualified notice requesting such Continuation in the form of Exhibit L.Base Rate Loan.

Certain Notices. (a) Notices by the Borrower to the Administrative Agent regarding Loan Transactions of borrowings, termination or reduction of Commitments and the selection of Types voluntary prepayments of Loans and/or of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 3:00 PM, 11:00 a.m. New York City time, time on the date which is the number of calendar days or Business Daysdays, as applicablethe case may be, prior to the date of the proposed Loan Transaction relevant borrowing, termination or reduction of Commitments and voluntary prepayments of Loans, as the case may be, specified immediately below: Optional Prepayment 10 calendar days Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Type of Notice Required Prior Notice ----------------------------------- ---------------------------------- Borrowing of Loans; 15 Business Days Conversions into, Continuations 3 for Base Advances Termination or Reduction of and 10 New York Business Days as, borrowings in, or changes in (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Continuation or change) Notices of the selection of Types Commitments under Section 2.10; and Stand-by Advances Mandatory Prepayments of Loans and/or Voluntary Prepayments of the duration of Interest Periods Loans 60 days (b) If received later than 11:00 a.m. New York time on such date, such notice shall be irrevocable. effective on the next succeeding Business Day unless the Borrower is notified by the Administrative Agent that such notice shall be effective on the original Business Day. (c) Each notice of a Loan Transaction borrowing or voluntary prepayment shall specify (i) the Tranche A Loans and/or Tranche B Loans to be borrowed or prepaid, (ii) the aggregate amount (subject to Section 4.04)Sections 2.02, Type, 2.08 and Interest Period 2.09) of such proposed each Tranche A Loan Transaction, and/or Tranche B Loan to be borrowed and (iii) the date of borrowing or voluntary 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 specifying the duration of an Interest Period termination or reduction shall specify the portion amount of the Loans Commitments to which such Interest Period is to relatebe terminated or reduced. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. If notice (and in any event by the 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan having an Interest Period of one month, and the Borrower shall be deemed to have provided to Day after 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.Agent's receipt thereof). Commercial Banks Loan Agreement

Certain Notices. Notices by the Borrower to the Administrative Agent regarding Loan Transactions and the selection of Types of Loans and/or of the duration of Interest Periods shall be effective only if received by the Administrative Agent not later than 3:00 PM, New York City time, on the date which is the number of calendar days or Business Days, as applicable, prior to the date of the proposed Loan Transaction specified immediately below: Notice Number of Days Prior Optional Prepayment 10 calendar days Conversions into, Continuations as, or borrowings in Base Rate Loans 3 Business Days Conversions into, Continuations 3 Business Days as, borrowings in, or changes in duration of Interest Periods for, Eurodollar Loans 3 Business Days (prior to first day of next duration of Interest Periods for, applicable Interest Period Eurodollar Loans for such Conversion Conversion, Continuation or change) Notices of the selection of Types of Loans and/or of the duration of Interest Periods shall be irrevocable. Each notice of a Loan Transaction shall specify the amount (subject to Section 4.04), Type, and Interest Period of such proposed Loan Transaction, and the date (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 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. If the 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 Eurodollar Loan) will automatically be continued as a Eurodollar Loan as of the last day of the then current Interest Period for such Loan, with such Eurodollar Loan 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.