Common use of Certain Notices Clause in Contracts

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

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

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

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

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

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

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

Certain Notices. (a) Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York City time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Loan Commitments 3 Optional prepayment ofBorrowing (except the Term Loan Borrowing for the Fee Funding), Conversions into or conversions intofrom, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Continuations of Interest Periods for, LIBOR and Prepayments of Eurodollar Loans 3 5 Borrowing (except the Term Loan Borrowing for the Fee Funding) or Prepayment of ABR Base Rate Loans same day 1 Term Loan Borrowing for the Fee Funding 1 Each such notice of termination or reduction a Borrowing (each such notice, a “Notice of Borrowing”) shall specify be in substantially the amount and form of Exhibit B-2, shall be subject to the Class satisfaction of the Commitments conditions set forth in Article VI and shall specify, among other things: (i) the amounts of such Borrowing; (ii) the requested date of such Borrowing, which must be a Monthly Transfer Date (except for Term Loan Borrowing for the Fee Funding, which must be on or within two (2) Business Days after the Closing Date); (iii) a reasonable description of the specific use of the proceeds of the requested Borrowing, which use shall satisfy the conditions set forth in Section 8.09; (iv) the requested Type of Loan comprising such Borrowing and (v) with respect to be terminated or reduceda Borrowing of Eurodollar Loans, the requested Interest Period for each such Loan. Each such Notice notice of BorrowingConversion, conversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowedConverted, converted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowingConversion, conversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05Loan, such Loan (x) if outstanding as a LIBOR Eurodollar Loan, will remain as a Eurodollar Loan, (y) if outstanding as a Base Rate Loan, will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such remain as a Base Rate Loan or (if outstanding as an ABR Loanz) will remain as, or (if not then outstanding) , will be made as, an ABR as a Base Rate Loan. In the event that the Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Period, the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Borrower shall be deemed to have selected an Interest Period of one monthmonth for such Eurodollar Loan. (b) Notices by the Borrower to the LC Issuing Bank and the Agent of requests for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) shall be irrevocable and shall be effective only if received by the LC Issuing Bank and the Agent by hand delivery or fax (or transmitted by electronic communication, if arrangements for doing so have been approved by the LC Issuing Bank) not later than 11:00 am New York City time 5 Business Days prior to the date of the proposed issuance. Each such notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended (each such notice, an “Issuance Request”) shall be substantially in the form of Exhibit B-3 and shall specify: (i) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(c)), (iii) the Stated Amount of such Letter of Credit, (iv) the name and address of the beneficiary thereof and (v) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the LC Issuing Bank, the Borrower also shall submit a letter of credit application on the LC Issuing Bank’s standard form in connection with any request for a Letter of Credit.

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

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

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

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

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans and of Classes Conversion and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 11:00 a.m. on at least the number of Business Days Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period other repayment specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: ========================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 --------------------------------------------------------------------------------------------------------- Borrowing of ABR Loans same day subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding the forgoing, the Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts if the proceeds will be used to satisfy Reimbursement Obligations in accordance with Section 3.5 not ----------- later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 5.3 which are received by the ----------- Administrative Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount applicable Commitments to be affected and the Class amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall specify (a) the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.045.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of each Loan Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be borrowedapplicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, converted, continued or prepaid the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice Any notices by the Borrower of the duration of an Interest Period shall specify type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the Loans to which such Interest Period notice is to relategiven. The Administrative Agent shall promptly notify the Lenders of the contents of each such noticenotice on the date of its receipt of the same or, if received on or after the applicable time set forth above on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Loan, or the duration of any Interest Period for any Libor Account, within the time period and otherwise as provided in this Section 4.055.3, such Loan Account (if ----------- outstanding as a LIBOR LoanLibor Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select Applicable Rate for such Libor Accounts would exceed the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

Certain Notices. (i) Notices by the Borrower to the Administrative Agent (and, as applicable, the Collateral Agent) of optional terminations or reductions of the Commitments, borrowings of BorrowingsLoans, conversions, continuations and optional prepayments of Loans, Continuations of Eurodollar Loans and of Classes of Loans, of Types Conversions of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone (and, as applicable, the Collateral Agent) not later than 1:00 p.m.11:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionprepayment, continuation Continuation or prepayment Conversion or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Notice Prior Termination ---------------------------------------------------------------- ------------- Optional termination or reduction of the Commitments; optional 5 prepayment of Loans Borrowing of, Continuation of, or Conversion into Eurodollar Loans 3 Borrowing of or Conversion into, Prime Rate Loans 1 (ii) Each such notice of optional termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the such Commitments to be terminated or reduced. . (iii) Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class and Type of Loans to be borrowed, convertedConverted, continued Continued or prepaid and prepaid, the amount (subject to Section 4.04) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid prepaid, and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). . (iv) Each such notice of the duration Conversion shall contain a certification of an Interest Period shall specify Authorized Officer of the Loans Borrower that the requirements of Section 2.01(c) have been satisfied with respect to which such Interest Period is to relate. Conversion. (v) The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made asor Continued, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05applicable, such LIBOR as a Eurodollar Loan shall have having an Interest Period of one monththree months.

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans the Loan and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), 10:00 a.m. on at least the number of Business Days Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or prepayment as specified below: Borrowing, conversionConversions, continuation Continuations and prepayment of Swingline Advances 0 Borrowing of the Revolving Loan as all or prepayment a portion of the Base Rate Balance 1 Borrowing of the Revolving Loan as a Libor Balance denominated in US Dollars 3 Conversions or Continuations of Balances under the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination Revolving Loan and termination or reduction of Commitments denominated in US Dollars 3 Optional prepayment ofBorrowing, Conversions or conversions intoContinuations of Balances under the Revolving Loan in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, ABR Loans Conversions or Continuations of Balances under the Revolving Loan in a Special Notice Currency 5 Prepayment of the Revolving Loan which is all or a portion of the Base Rate Balance 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration Prepayment of Interest Periods for, LIBOR Loans the Revolving Loan which is a Libor Balance 3 Borrowing Prepayment of ABR Loans same day the Revolving Loan which is a Libor Balance denominated in an Alternative Currency (other than a Special Notice Currency) 4 Prepayment of the Revolving Loan which is a Libor Balance denominated in a Special Notice Currency 5 Any notices of the type described in this Section which are received by the Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify be in the Class form of Loans Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (i) the amount of the Loan to be borrowed, converted, continued borrowed or prepaid and or the Balances to be Converted or Continued; (ii) the amount (subject to Section 4.045.2) to be borrowed (and whether any of such borrowing will be a Swingline Advance), Converted, Continued or prepaid; (iii) in the case of a Conversion, the Type of each Balance to result from such Conversion; (iv) in the case of a borrowing, the Type of Balance or Balances to be applicable to such borrowing and the amounts thereof; (v) the currency of the Loan to be borrowedborrowed (if the Borrower fails to specify a currency in a loan notice, convertedthen the Loan requested shall be made in US Dollars); (vi) in the event a Libor Balance or an IBOR Balance is selected, continued or prepaid the duration of the Interest Period therefor; and (vii) the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice . (b) Any notices by the Borrower of the duration type described in this Section may be made orally or in writing and, if made orally, must be confirmed immediately in writing (which may be by telecopy, provided that such telecopy is promptly followed by delivery of an Interest Period shall specify original signed notice) on the Loans to same Business Day on which such Interest Period oral notice is given; provided that any such oral notice shall be deemed to relatebe controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice. Administrative The Agent shall promptly notify the affected Lenders of the contents of each such noticenotice on the date of its receipt of the same or, if received after the applicable time set forth above on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Balance applicable to a borrowing of the Loan, or the duration of any Interest Period for any Libor Balance or IBOR Balance, within the time period and otherwise as provided in this Section 4.05Section, such Loan Balance (if outstanding as a LIBOR LoanLibor Balance or an IBOR Balance) will be automatically converted Converted into an ABR Loan the Base Rate Balance on the last day of the then current Interest Period for such Loan Libor Balance or IBOR Balance or (if outstanding as an ABR Loana portion of the Base Rate Balance) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In a portion of the event Base Rate Balance; provided, however, that Borrower has elected in the case of a failure to borrow or convert Loans into LIBOR Loans but fails to select the duration timely request a continuation of any Interest Period for any LIBOR Loans within the time period and otherwise as provided Libor Balances denominated in this Section 4.05an Alternative Currency, such LIBOR Loan Libor Balance shall have be continued as a Libor Balance in its original currency with an Interest Period of one month. No Balance may be converted into or continued as a Balance denominated in a different currency, but instead must be prepaid in the original currency of such Balance and reborrowed in the other currency. The Borrower may not borrow under the Loan as a Libor Balance or an IBOR Balance, Convert any portion of the Base Rate Balance into Libor Balances or IBOR Balances, Continue any Libor Balance as a Libor Balance or Continue any IBOR Balance as an IBOR Balance if the Applicable Rate for such Libor Balance or IBOR Balance (as applicable) would exceed the Maximum Rate. (c) Except as otherwise provided herein, a Libor Balance may be continued or converted only on the last day of an Interest Period for such Libor Balance. During the existence of a Default, no Balances may be requested as, converted to or continued as Libor Balances (whether in US Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Libor Balances denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon Within 30 days after the occurrence of any Event of Default actually known to a Person’s acquisition Responsible Officer of the Property Trustee or sale the Administrative Trustees, the Property Trustee or any incurrence the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.8, notice of indebtedness such Event of Default to the Holders of each Affected Series, unless such Event of Default shall have been cured or issuance of Equity Interestswaived. Notice Number of For so long as Notes are included within the Trust Property, within five Business Days Prior Termination or reduction after the receipt of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such written notice of the duration Depositor’s exercise of an Interest Period its right to defer the payment of interest on the Notes pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall specify transmit, in the Loans manner and to which the extent provided in Section 12.8, notice of such Interest Period is exercise to relate. Administrative Agent shall promptly notify the Lenders Holders of the contents Normal PPS and the Capital PPS, unless by like notice such exercise shall have been revoked. If during any calendar year any original issue discount shall have accrued on the Notes, the Depositor shall file with each Paying Agent (including the Property Trustee if it is a Paying Agent) promptly at the end of each such noticecalendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. In the event that Borrower fails to select the Type of Loan For so long as Stock Purchase Contracts are included within the time period Trust Property, within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer Contract Payments, the Property Trustee or the Administrative Trustees shall transmit, in the manner and otherwise as to the extent provided in this Section 4.0512.8, notice of such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on exercise to the last day Holders of the then current Interest Period for Normal PPS and the Stripped PPS, unless such Loan or (if outstanding exercise shall have been revoked. For so long as an ABR Loan) will remain asshares of Preferred Stock are included within the Trust Property, or (if within five Business Days after the receipt of notice of the Depositor’s determination not then outstanding) will to pay dividends on a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.8, notice of such decision to the Holders of the Normal PPS and Stripped PPS, unless such notice shall have been revoked. The Property Trustee shall not be made as, an ABR Loan. In the event that Borrower has elected deemed to borrow or convert Loans into LIBOR Loans but fails to select the duration have knowledge of any Interest Period for any LIBOR Loans within Event of Default unless the time period and otherwise as provided in this Section 4.05, such LIBOR Loan Property Trustee shall have an Interest Period received written notice or a Responsible Officer of one monththe Property Trustee having direct responsibility for the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

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

Certain Notices. Notices by (a) The Borrower shall deliver to Administrative the Agent a Notice for: (1) each borrowing pursuant to Section 2.04, and (2) each conversion/continuation of terminations an Interest Period pursuant to Section 2.08(b). The Borrower shall also deliver to the Agent advance written notice pursuant to this Section 2.08 of each prepayment pursuant to Section 2.12 and each reduction or reductions termination of the Commitments, of Borrowings, conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of Revolving Commitments pursuant to Section 2.09(b). All Notices received by the duration of Interest Periods Agent shall be irrevocable and shall be effective only if received by Administrative the Agent: (i) in the case of borrowings for Variable Rate Loans, the Borrower shall deliver a Notice to the Agent by telephone not no later than 1:00 p.m., 2:00 p.m. New York time at least one (promptly followed by 1) Business Day prior to the date of such borrowing, (ii) in the case of any prepayment for Variable Rate Loans, written notice via facsimile shall be delivered to the Agent no later than 11:00 p.m. New York time on the date of prepayment, (iii) in the case of borrowings, conversion from a Variable Rate Loan to a Eurocurrency Loan, a conversion/ continuation of an Interest Period, prepayment or electronic mail)required prepayment for Eurocurrency Loans, on written notice or a Notice (as applicable) shall be delivered to the Agent by 2:00 p.m., at least the number of three (3) Business Days prior to the date of such borrowing, conversion of the relevant termination, reduction, Borrowingapplicable rate of interest, conversion/continuation of an Interest Period, continuation or prepayments and/or required prepayment or for Eurocurrency Loans; (iv) in the first day case of Swing Line Loans, a Notice shall be delivered to the Agent no later than 12:00 noon, New York time, on the date of such Interest Period specified borrowing, and (v) in the table below case of reductions or terminations of the Revolving Commitments, written notice shall be delivered to the Agent at least three (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of 3) Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day prior thereto. Each such written notice of reduction or termination or reduction shall specify the amount and the Class of the Revolving Commitments to be terminated reduced or reducedterminated. Each such Notice for the conversion/continuation of Borrowing, conversion, continuation or prepayment a Loan shall specify the Class proposed date of conversion or continuation; the aggregate amount of Loans to be borrowedconverted or continued; the type of Loans resulting from the proposed conversion or continuation; and in the case of conversion into, convertedor continuation of, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of Eurocurrency Loans the duration of an the requested Interest Period shall specify therefor. Without limiting the Loans foregoing, any failure by the Borrower to which such deliver the required notice in connection with the prepayment of any Eurocurrency Loan will result in the payment of any necessary fees or costs (if any) as described in Section 3.05 below. (b) If upon the expiration of any Interest Period is applicable to relate. Administrative Agent shall promptly notify Eurocurrency Loans, the Lenders of the contents of each such notice. In the event that Borrower fails has failed to select timely a new Interest Period to be applicable to such Eurocurrency Loans, the Type of Loan within the time period and otherwise as provided in this Section 4.05, Borrower shall be deemed to have elected to convert such Loan (if outstanding as a LIBOR Loan) will be automatically converted Eurocurrency Loans into an ABR Loan Variable Rate Loans effective on the last day of such Interest Period. Furthermore, unless the then current Interest Period for such Required Banks otherwise consent in writing, if there exists a Default or Event of Default, Borrower may not thereafter elect to have an existing Loan converted to a Eurocurrency Loan or (have any new Eurocurrency Loans extended thereafter. Further, at the sole discretion of the Agent and the Required Banks, the Agent may convert any Eurocurrency Loan to a Variable Rate Loan. Notwithstanding the foregoing, if outstanding as an ABR Loan) will remain asBorrower commences, or has commenced against it, any proceeding or request for relief under any bankruptcy, insolvency or similar laws not or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction or any formal or informal proceeding for dissolution, liquidation or settlement of claims against or winding up of affairs of Borrower (if not then outstandingsometimes hereinafter collectively referred to as a “Bankruptcy Event”), any outstanding Eurocurrency Loans shall be automatically converted to Variable Rate Loans without further action of the Agent and/or the Banks, Nothing herein shall be construed as a waiver by the Banks to have any Obligations accrue interest at the Default Rate. (c) will Subject to Sections 2.08(a) and 2.10, and subject to the restrictions on the number of Eurocurrency Loans that may be made asoutstanding at any given time as set forth in Section 2.04(b) above, an ABR Loan. In the event that Borrower has elected may, upon irrevocable written notice to borrow or the Agent: (i) Elect, as of any Business Day, to convert any Variable Rate Loans into LIBOR Loans but fails Eurocurrency Loans; or (ii) Elect, as of the last day of the applicable Interest Period, to select the duration continue all or any part of any Eurocurrency Loans having Interest Period Periods expiring on such day for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an a new Interest Period of one monthits choice, provided that after giving effect to any prepayment, conversion or continuation: or (iii) Elect, as of the last day of the applicable Interest Period, to convert any or a part of any Eurocurrency Loan into a Variable Rate Loan.

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

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

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

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Revolving Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans Loans, and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period action specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Prior Action to Action ------ --------- Termination or reduction of Commitments 3 Optional prepayment ofCommitments, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 5 Borrowing of ABR Loans same day subject to Eurodollar Accounts, Conversions into or Continuations as Eurodollar Accounts 3 Any notices of the type described in this Section 6.3 which are received by the Agent after 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction of the Revolving Commitments shall specify the amount and the Class of the Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall shall: (a) specify the Class of Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.046.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the duration form of an Interest Period shall specify the Loans to which such Interest Period is to relateExhibit "I" hereto. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of the Agent's receipt of the same or, if received on or after 12:30 p.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Loan, or the duration of any Interest Period for any Eurodollar Account, within the time period and otherwise as provided in this Section 4.056.3, such Loan Account (if outstanding as a LIBOR LoanEurodollar Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Loans subject to a Eurodollar Account, Convert any Base Rate Accounts into Eurodollar Accounts, or Continue any Eurodollar Account as a Eurodollar Account if the event that Borrower has elected to borrow Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

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

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

Certain Notices. (a) Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types the type of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., New York 10:00 a.m. Chicago time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional prepayment 2 Borrowing or repayment of, or conversions Conversions into, ABR Alternate Base Rate Loans 1 0 Borrowing or optional prepayment repayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day 2 (b) Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing (which shall be in substantially the form of Exhibit E hereto), conversionConversion or Continuation (which shall be in substantially the form of Exhibit F hereto), continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.4 hereof) and Type type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. . (c) In the event that Borrower the Company fails to select the Type type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.054.5, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Alternate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Alternate Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR Alternate Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, Loans and of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 10:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------------------------------------------- ------------------ Termination or reduction 3 of Commitments 3 Optional Borrowing or prepayment of, 1 or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions 3 Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted Credit Agreement 38 into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and Loans, of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable (other than with respect to notices of optional prepayments, which shall be revocable, PROVIDED that upon any such revocation the Company shall be obligated to pay the Lenders any amounts payable under Section 5.05 hereof as a consequence of such revocation) and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.1:30 p.m. Charlotte, New York North Carolina time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business - 42 - Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount amounts (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In The Company agrees that each notice of borrowing, each notice of prepayment and each notice of Conversion or Continuation hereunder shall be substantially in the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration form of any Interest Period for any LIBOR Loans within the time period Exhibit J-1, Exhibit J-2 and otherwise as provided in this Section 4.05Exhibit J-3 hereto, such LIBOR Loan shall have an Interest Period of one monthrespectively.

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

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

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

Certain Notices. (a) Notices by the Borrower to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations, and optional prepayments of Loans and of Classes of Loansthe Loan, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.10:00 a.m. (Dallas, New York time (promptly followed by written notice via facsimile or electronic mail), Texas time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment or the first day of such Interest Period as specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Prior Termination Notice ------------------ Borrowing of Loans as all or a portion of the Prime Rate Balance 0 Borrowing of Loans as LIBOR Balances 3 Conversions or Continuations of Loans and termination or reduction of Commitments 3 Optional prepayment of, Prepayment of Loans which are all or conversions into, ABR a portion of the Prime Rate Balance 0 Prepayment of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration which are LIBOR Balances 3 Any notices of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day the type described in this Section which are received by the Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each Subject to Section 4.3(b), each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall be in the form of Exhibit E, appropriately completed by an authorized representative of the Borrower, and shall specify (i) the Class amount of Loans the Loan to be borrowed, converted, continued borrowed or prepaid and or the Balances to be Converted or Continued; (ii) the amount (subject to this Section 4.045.2) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (iii) in the case of a Conversion, the Type of Balance to result from such Conversion; (iv) in the case of a borrowing, the Type of Balance or Balances to be applicable to such borrowing and the amounts thereof; (v) in the event a LIBOR Balance is selected, the duration of the Interest Period therefor; and (vi) the date of borrowing, conversionConversion, continuation Continuation, or prepayment repayment (which shall be a Business Day). Each such notice . (b) Any notices by the Borrower of the duration type described in this Section may be made orally or in writing and, if made orally, must be confirmed immediately in writing (which may be by facsimile transmission, provided that such facsimile transmission is promptly followed by delivery of an Interest Period shall specify original signed notice) on the Loans to same Business Day on which such Interest Period oral notice is given; provided that any such oral notice shall be deemed to relatebe controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice. Administrative The Agent shall promptly notify the Lenders of the contents of each such noticenotice on the date of its receipt of the same or, if received ater the applicable time set forth above on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Balance applicable to a borrowing of the Loan, or the duration of any Interest Period for any LIBOR Balance, within the time period and otherwise as provided in this Section 4.05Section, such Loan Balance (if outstanding as a LIBOR LoanBalance) will be automatically converted Converted into an ABR Loan the Prime Rate Balance on the last day of the then current Interest Period for such Loan LIBOR Balance or (if outstanding as an ABR Loana portion of the Prime Rate Balance) will remain as, or (if not then outstanding) will be made as, an ABR Loana portion of the Prime Rate Balance. In The Borrower may not borrow under the event that Borrower has elected to borrow or convert Loans Loan as a LIBOR Balance, Convert any portion of the Prime Rate Balance into LIBOR Loans but fails to select the duration of any Interest Period for Balances, or Continue any LIBOR Loans within Balance as a LIBOR Balance if the time period and otherwise as provided in this Section 4.05, Applicable Rate for such LIBOR Loan shall have an Interest Period of one monthBalance would exceed the Maximum Rate.

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

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m. (or, in the case of Borrowings of Base Rate Loans, 11:00 a.m.) New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional prepayment Borrowing of Base Rate Loans 0 ** Prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversion into, continuations asContinuation of, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans ** same day notice Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan a Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow Continue or convert Loans Converted into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR a Eurodollar Loan shall have with an Interest Period of one month.

Certain Notices. Notices by the Borrower to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.11:00 a.m. (New York, New York time (promptly followed by written notice via facsimile or electronic mail)York, time) on at least the number of Business Days Day prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of ------ Business Days Prior Termination ------------------- Terminations or reduction Reductions of Commitments 3 Optional prepayment of, or conversions into, ABR 1 Borrowings of Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration which are Base Rate Loans 2 Borrowings of Interest Periods for, LIBOR Loans which are Eurodollar Loans 3 Borrowing Prepayments of ABR Loans same day Each such notice of termination or reduction 3 (a) shall specify the amount and the Class certify that all proceeds of the Commitments requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to be terminated or reduceduse of the proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans notice which includes reference to be borrowed, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that the Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.052.9, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current preceding Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that The Borrower has elected to may not borrow or convert any Eurodollar Loans, Convert any Loans into LIBOR Eurodollar Loans but fails to select or Continue any Loans as Eurodollar Loans if the duration of any Interest Period interest rate for any LIBOR such Eurodollar Loans within would exceed the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthMaximum Rate.

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

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

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

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

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

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

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

Certain Notices. Notices by The Borrower shall give notices to the Administrative Agent of all borrowings, terminations or reductions of the Commitments, of BorrowingsConversions, conversions, continuations and optional Continuations or prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, such notices to be substantially in the form of Exhibit D hereto. Each such notice shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Central Time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionConversion, Borrowing, conversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number Notice of Business Days Prior Termination or reduction of Commitments 3 Optional 1 Borrowing or prepayment of, or conversions Conversion into, ABR Base Rate Loans; or borrowing or prepayment of Swingline Loans 1 0 Borrowing or optional prepayment of, conversions Conversion into, continuations Continuation as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing of ABR Loans same day 2 Each such notice of termination or reduction shall specify that it relates to the amount Revolving Credit Loan Commitments and the Class aggregate amount of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or prepayment shall specify the Class aggregate amount of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04) and Type amount, the type of each Loan Loans to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the type of Loans to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that the Borrower fails to select the Type type of Loan, or the duration of any Interest Period, for any LIBOR Loan within the time period and otherwise as provided in this Section 4.052.17, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In If the event that Administrative Agent receives a notice from the Borrower has elected of a requested borrowing of a Base Rate Loan by 10:00 a.m., Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within Banks by 11:00 a.m., Central Time, on the time period and otherwise same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the same Business Day. Similarly, if the Administrative Agent receives a notice from the Borrower of a requested borrowing of a LIBOR Loan by 10:00 a.m., Central Time, on any Business Day, then the Administrative Agent shall give written notice of such requested borrowing to the Banks by 11:00 a.m., Central Time, on the same Business Day, and, as provided in Section 2.4(b), each Bank shall remit its Pro-Rata Share of the requested borrowing, subject to all other terms and conditions of this Agreement, by 1:00 p.m., Central Time, on the second Business Day thereafter. Notwithstanding anything in this Section 4.052.17 to the contrary, if the Borrower gives notice of a requested borrowing of a Swingline Loan to the Swingline Lender by 2:00 p.m., Central Time, on any Business Day, then, subject to all other terms and conditions of this Agreement, the Swingline Lender shall disburse the requested Swingline Loan on the same Business Day. In addition to the notices provided for in this Section 2.17, the Borrower shall provide notice to the Administrative Agent of payments to be made by the Borrower on Base Rate Loans and Swingline Loans, such LIBOR Loan shall have an Interest Period notice to be provided by 10:00 a.m., Central Time, on the date of one monthpayment, in the case of Base Rate Loans and by 2:00 p.m., Central Time, on the date of payment, in the case of Swingline Loans.

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

Certain Notices. Notices Except as otherwise provided in the Common Security Agreement with respect to prepayments of Senior Debt required thereby, notices by the Borrower to the Administrative Agent of terminations borrowings, termination or reductions reduction of the Commitments, Commitments and Optional Prepayments of Borrowings, conversions, continuations and optional prepayments of Bank Senior Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)time, on at least the number of Business Days prior to the date of the relevant borrowing, termination, reductionreduction or prepayment, Borrowingas the case may be, conversion, continuation specified below: Type of Notice Required Prior Notice -------------- --------------------- Borrowing of Bank Senior 5 Business Days Loans Termination or prepayment or Reduction of 10 Business Days Commitments Prepayments of Bank Senior 30 Business Days which shall Loans become irrevocable 5 Business Days prior to the first day date of such Interest Period specified in Optional Prepayment provided; that the table below (unless otherwise agreed certificate of the Independent Engineer to by Administrative Agent in its sole discretion)be attached to a Notice of Borrowing may be delivered separately no later than one Business Day prior to the date of such borrowing. If received later than 10:00 a.m., provided that Borrower may make any New York time on such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment ofprior to the relevant date, or conversions intosuch notice shall be effective on the next succeeding Business Day, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day unless the Borrower is notified by the Administrative Agent that such notice shall be effective on the original Business Day. Each such notice of termination borrowing or reduction Optional Prepayment shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowing, conversion, continuation or prepayment shall specify the Class of Bank Senior Loans to be borrowed, converted, continued borrowed or prepaid and the amount (subject to Section 4.042.02 and Section 2.07 hereof) and Type of each Bank Senior Loan to be borrowed, converted, continued borrowed or prepaid and the date of borrowing, conversion, continuation borrowing or prepayment Optional Prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period termination or reduction shall specify the Loans amount (subject to which such Interest Period is Section 2.10) of the Commitments to relatebe terminated or reduced. The Administrative Agent shall promptly notify the Bank Senior Lenders of the contents of each such notice. In notice (and in any event by the event that Borrower fails to select Business Day after the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthAdministrative Agent's receipt thereof).

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Revolving Credit Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Credit Agreement 54 - 49 - Number of Business Notice Days Prior ------ ---------- Termination or reduction of Revolving Credit Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Revolving Credit Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

Certain Notices. Notices by Borrower Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices to the Administrative Agent by the Company of terminations or reductions of the Commitments, and by any Borrower of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m., 11:00 a.m. New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 same day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid (and, in the case of a Conversion, the Type of Loan to result from such Conversion) and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that a Borrower fails to select the Type of Loan Loan, or the duration of any Interest Period for any Fixed Rate Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Fixed Rate Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.364-Day Credit Agreement

Certain Notices. Notwithstanding anything contained in Section 10.2. to the contrary, Notices by Borrower to Administrative Agent of Borrowings, notices of optional terminations or reductions of the CommitmentsFacility A Commitment, notices of Borrowingsoptional terminations or reductions of the Facility B Commitment, conversions, continuations and notices of optional prepayments of Loans and of Classes of Loans, Notices of Types Conversion and Notices of Loans and of the duration of Interest Periods Continuations shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Lender in writing not later than 1:00 p.m.12:00 noon Atlanta, New York Georgia time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant optional termination, reduction, Borrowingborrowing, conversionContinuation, continuation Conversion or prepayment or the first day specified below: NUMBER OF BUSINESS NOTICE DAYS PRIOR ------ ---------- Initial Borrowing on Closing Date 1 Subsequent Borrowing of such Interest Period specified in the table below (unless otherwise agreed Base Rate Loans Same Day Subsequent Borrowing of LIBOR Loans 3 Notice of Conversion to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence a LIBOR Loan 3 Notice of Conversion to a Person’s acquisition or sale or any incurrence Base Rate Loan 1 Notice of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Continuation 3 Termination or reduction of Commitments 3 Optional prepayment of, Facility A Commitment 2 Termination or conversions into, ABR reduction of Facility B Commitment 2 Prepayment of Loans 1 Borrowing or optional prepayment ofSubject to Section 2.5., conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each each such notice of optional termination or reduction of Facility A Commitment or Facility B Commitment shall specify the amount and the Class of the Commitments Facility A Commitment or the Facility B Commitment, as applicable, to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversion, continuation Conversion or optional prepayment shall specify the Class Type of Loans to be borrowed, converted, continued Converted or prepaid and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued Converted or prepaid and the date of borrowing, conversion, continuation or prepayment thereof (which shall be a Business Day). Each such notice The provisions of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loanshall not apply to borrowings under Section 2.2.(b) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected repayments pursuant to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month2.11.(b).

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Multibank Revolving Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans Multibank Revolving Loans, and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Multibank Revolving Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of such Interest Period action specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Days Action Prior to Action ------ ----------------------- Termination or reduction of Commitments 3 Optional Multibank Revolving Commitments, optional 5 prepayment of, or conversions into, ABR of Multibank Revolving Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Multibank Revolving Loans same day subject to Eurodollar Accounts, 3 Conversions into or Continuations as Eurodollar Accounts Any notices of the type described in this Section 6.3 which are received by the Agent after 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction of the Multibank Revolving Commitments shall specify the amount and the Class of the Multibank Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall shall: (a) specify the Class of Multibank Revolving Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.046.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the duration form of an Interest Period shall specify the Loans to which such Interest Period is to relateExhibit "F" attached hereto. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of the Agent's receipt of the same or, if received on or after 12:30 p.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Multibank Revolving Loan, or the duration of any Interest Period for any Eurodollar Account, within the time period and otherwise as provided in this Section 4.056.3, such Loan Account (if outstanding as a LIBOR LoanEurodollar Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Multibank Revolving Loans subject to a Eurodollar Account, Convert any Base Rate Accounts into Eurodollar Accounts, or Continue any Eurodollar Account as a Eurodollar Account if the event that Borrower has elected to borrow Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

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

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

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

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

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

Certain Notices. Notices by Borrower to (a) the Administrative Agent of terminations or reductions of the Commitments, or (b) the Administrative Agent of Borrowingsborrowings, conversions, continuations conversions and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.12:00 noon Cleveland, New York Ohio time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversion, continuation or conversion and/or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior below: Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions conversion of, or into, ABR Base Rate Loans or Swing Loans 0 Borrowing or prepayment of, conversion of, or into, Canadian Base Rate Loans 1 Borrowing or optional prepayment of, conversions conversion of, or into, continuations asBA Equivalent Loans 3 Borrowing or prepayment of, conversion of, or into, or duration of Interest Periods Period for, LIBOR Fixed Rate Loans (other than Foreign Currency Loans) 3 Borrowing or prepayment of, conversion of, or into, or duration of ABR Interest Period for, Fixed Rate Loans same day that are Foreign Currency Loans denominated in euros 3 Borrowing or prepayment of, conversion of, or into, Fixed Rate Loans that are Foreign Currency Loans (other than Foreign Currency Loans denominated in euros) 5 Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify the Class amount and Type of the Loans to be borrowed, converted, continued converted or prepaid and the amount (subject to Section 4.04) Sections 3.02 and Type of each Loan to be borrowed5.04 hereof), converted, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business Day), in the case of Fixed Rate Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period), in the case of Swing Loans, the Swing Loan Maturity Date applicable thereto, and with respect to Foreign Currency Loans, the Designated Foreign Currency applicable thereto. Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such noticenotice (other than a notice relating solely to Swing Loans). In the event that any Borrower fails to select the Type duration of Loan any Interest Period for any Fixed Rate Loans within the time period and otherwise as provided in this Section 4.055.05, such Loan Loans (if outstanding as a LIBOR LoanFixed Rate Loans) will be automatically converted into an ABR Loan Base Rate Loans on the last day of the then current Interest Period for such Loan Loans or (if outstanding as an ABR LoanBase Rate Loans) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In Base Rate Loans; provided, however, that, notwithstanding the event that foregoing, a Foreign Currency Loan may not be converted into a Base Rate Loan and, if not continued at the end of the applicable Interest Period, must be repaid by the applicable Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select in full at the duration end of any such Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthPeriod.

Certain Notices. Notices by the Borrower to Administrative the Agent of terminations or reductions of the Revolving Commitments, of Borrowings, conversions, continuations borrowings and optional prepayments of Loans Revolving Loans, and of Classes Conversions and Continuations of Loans, of Types of Loans and of the duration of Interest Periods Accounts shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 12:30 p.m. (a) on the Business Day of the borrowing, New York time prepayment or repayment of Revolving Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (promptly followed by written notice via facsimile b) with respect to any other repayments, terminations, reductions, borrowings, Conversions, Continuations, or electronic mail)prepayments, on at least the Business Day which is the number of Business Days prior to the date day of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or action specified below: Any notices of the first day of such Interest Period specified type described in this Section 6.3 which are received by the table below (unless otherwise agreed Agent after 12:30 p.m. on a Business Day shall be deemed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon be received and shall be effective on the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interestsnext Business Day. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment of, or conversions into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction of the Revolving Commitments shall specify the amount and the Class of the Revolving Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation, or prepayment shall shall: (a) specify the Class of Revolving Loans to be borrowed, converted, continued borrowed or prepaid and or the Accounts to be Converted or Continued; (b) the amount (subject to Section 4.046.2 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued, or prepaid prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, conversionConversion, continuation Continuation, or prepayment (which shall be a Business Day). Each such notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the duration form of an Interest Period shall specify the Loans to which such Interest Period is to relateExhibit "E" hereto. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such noticenotice on the date of the Agent's receipt of the same or, if received on or after 12:30 p.m. on a Business Day, on the next Business Day. In the event that the Borrower fails to select the Type of Loan Account applicable to a Revolving Loan, or the duration of any Interest Period for any Eurodollar Account, within the time period and otherwise as provided in this Section 4.056.3, such Loan Account (if outstanding as a LIBOR LoanEurodollar Account) will be automatically converted Converted into an ABR Loan a Base Rate Account on the last day of the then current preceding Interest Period for such Loan Account or (if outstanding as an ABR Loana Base Rate Account) will remain as, or (if not then outstanding) will be made as, an ABR Loana Base Rate Account. In The Borrower may not borrow any Revolving Loans subject to a Eurodollar Account, Convert any Base Rate Accounts into Eurodollar Accounts, or Continue any Eurodollar Account as a Eurodollar Account if the event that Borrower has elected to borrow Applicable Rate for such Eurodollar Accounts would exceed the Maximum Rate or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one monthif a Default exists.

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

Certain Notices. Notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m. Boston, New York Massachusetts time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversion into, ABR Prime Rate Loans 1 next Business Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans amount to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.4 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any LIBOR Loan, within the time period and otherwise as provided in this Section 4.054.5, such Loan (if outstanding as a LIBOR Loan) will be automatically converted Converted into an ABR a Prime Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Prime Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Prime Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

Certain Notices. Notices by Borrower to Administrative the Agent of terminations or reductions and the Lender with respect to: (a) termination of the CommitmentsRevolving Line of Credit Commitment, (b) borrowings of BorrowingsRevolving Line of Credit Loans, conversions, continuations (c) conversions and optional prepayments of Loans and Revolving Line of Classes of Loans, of Types of Credit Loans and of the duration of Interest Periods Periods, shall be irrevocable and shall be effective only if received by Administrative Agent by telephone the Lender in question not later than 1:00 p.m., New York time 12:00 Noon (promptly followed by written notice via facsimile or electronic mail), Boston time) on at least the number of Business Banking Days prior to the date of the relevant termination, reductionborrowing, Borrowingconversion and/or prepayment specified below: Number of Banking Days Prior Notice ------------ Termination of Commitment 2 Borrowings, conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Prime Rate Loans 1 Prepayment of, or conversions conversion into, ABR Loans 1 Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice of Borrowingborrowing, conversion, continuation conversion or prepayment shall specify the Class of Loans to be borrowedamount, converted, continued or prepaid and the amount (subject to Section 4.04) and Type of each the Revolving Line of Credit Loan to be borrowed, convertedconverted or prepaid, continued or prepaid and the date of borrowing, conversion, continuation conversion or prepayment (which shall be a Business DayBanking Day in the case of the prepayment of a Prime Rate Loan, or a London Banking Day in the case of the conversion or prepayment of a LIBOR Loan) and, in the case of LIBOR Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of the duration of an Interest Period shall specify the Revolving Line of Credit Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower fails the Borrowers fail to select the Type duration of any Interest Period for any LIBOR Loan within the time period and otherwise as provided in this Section 4.052.6, such LIBOR Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR a Prime Rate Loan on the last day of the then current Interest Period for such LIBOR Loan or (if outstanding as an ABR LoanPrime Rate Loans) will remain as, or (if not then outstanding) will be made as, an ABR Loanas Prime Rate Loans. In the event that Borrower has elected The Borrowers right to borrow or convert Loans into select LIBOR Loans but fails to select shall terminate on the duration Revolving Line of any Interest Period for any LIBOR Loans within Credit Commitment Expiration Date, or if sooner, immediately upon the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have occurrence of an Interest Period Event of one monthDefault.

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

Certain Notices. Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable (other than with respect to notices of optional prepayments, which shall be revocable, PROVIDED that upon any such revocation the Company shall be obligated to pay the Lenders any amounts payable under Section 5.05 hereof as a consequence of such revocation) and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m., 12:00 noon New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior ------ ---------- Termination or reduction of Commitments 3 Optional Borrowing or prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Same Day Borrowing or optional prepayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an ABR a Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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

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

Certain Notices. Notices Except as otherwise provided in Section 2.03 hereof with respect to Money Market Loans, notices by Borrower the Company to the Administrative Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent by telephone not later than 1:00 p.m.10:00 a.m. (or, in the case of Borrowings of Base Rate Loans, 11:00 a.m.) New York time (promptly followed by written notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation borrowing or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. below: Notice Number of Business Days Prior Termination or reduction of Commitments 3 Optional prepayment Borrowing of Base Rate Loans 0** Prepayment of, or conversions Conversions into, ABR Base Rate Loans 1 Borrowing or optional prepayment of, conversions Conversion into, continuations asContinuation of, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans ** same day notice Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing, conversionConversion, continuation Continuation or optional prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.044.04 hereof) and Type of each Loan to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or optional prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice. In the event that Borrower the Company fails to select the Type of Loan a Loan, or the duration of any Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow Continue or convert Loans Converted into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR a Eurodollar Loan shall have with an Interest Period of one month.

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

Certain Notices. (a) Notices by Borrower the Company to Administrative the Agent of terminations or reductions of the Commitments, of Borrowingsborrowings, conversionsConversions, continuations Continuations and optional prepayments of Loans and of Classes of Loans, of Types the type of Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by Administrative the Agent by telephone not later than 1:00 p.m.10:00 a.m., New York time (promptly followed by written notice via facsimile or electronic mail)Chicago time, on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowingborrowing, conversionConversion, continuation Continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests. Notice below: Number of Business Notice Days Prior prior ------ ---------- Termination or reduction of Commitments 3 Optional prepayment 5 Borrowing or repayment of, or conversions Conversions into, ABR Alternate Base Rate Loans 1 or Fed Funds Loans 0 Borrowing or optional prepayment repayment of, conversions Conversions into, continuations Continuations as, or duration of Interest Periods Period for, LIBOR Eurodollar Loans 3 Borrowing of ABR Loans same day 2 (b) Each such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such Notice notice of Borrowingborrowing (which shall be in substantially the form of EXHIBIT B hereto), conversionConversion or Continuation (which shall be in substantially the form of EXHIBIT C hereto), continuation or prepayment shall specify the Class of Loans to be borrowed, convertedConverted, continued Continued or prepaid and the amount (subject to Section 4.04SECTION 4.4 hereof) and Type type of each Loan the Loans to be borrowed, convertedConverted, continued Continued or prepaid and the date of borrowing, conversionConversion, continuation Continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. Administrative The Agent shall promptly notify the Lenders Banks of the contents of each such notice. . (c) In the event that Borrower the Company fails to select the Type type of Loan, or the duration of any Interest Period for any Eurodollar Loan within the time period and otherwise as provided in this Section 4.05SECTION 4.5, such Loan (if outstanding as a LIBOR Eurodollar Loan) will be automatically converted Converted into an ABR Alternate Base Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Alternate Base Rate Loan or Fed Funds Loan) will remain asas such type of Loan, or (if not then outstanding) will be made as, an ABR Alternate Base Rate Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBOR Loan shall have an Interest Period of one month.

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

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