FORM OF EXHIBIT C HERETO (I) OF EACH
BORROWING OF A REVOLVING LOAN (II) EACH CONTINUATION OF A LIBOR LOAN, (III) OF
EACH CONVERSION AND PREPAYMENT OF A LOAN, (IV) OF THE TERMINATION OF THE
COMMITMENT AND (V) IN THE CASE OF THE BORROWING, PREPAYMENT OR CONTINUATION OF A
LIBOR OR CONVERSION OF A BASE RATE LOAN INTO A LIBOR LOAN, OF THE DURATION OF
EACH INTEREST PERIOD APPLICABLE THERETO.
IF, BASED ON THE LAST ASSET BASE
CERTIFICATE PROVIDED TO THE BANKS, THE OUTSTANDING PRINCIPAL AMOUNT OF THE
LOANS, AFTER GIVING EFFECT INCLUDING THE LOANS BEING REQUESTED PURSUANT TO THE
NOTICE, SHALL EXCEED THE AMOUNT OF THE ASSET BASE AS SET FORTH IN SUCH
CERTIFICATE, THEN THE NOTICE FOR A LOAN SHALL BE ACCOMPANIED BY AN ASSET BASE
CERTIFICATE, DATED AS OF THE REQUESTED BORROWING DATE, AND SIGNED BY AN
AUTHORIZED FINANCIAL OFFICER. THE NOTICE SHALL CONTAIN A CERTIFICATION FROM AN
AUTHORIZED FINANCIAL OFFICER OF COMPLIANCE WITH THIS SECTION 2.01(A) AFTER
GIVING EFFECT TO ANY REQUESTED LOAN AND AFTER TAKING INTO ACCOUNT ANY ENGINES OR
EQUIPMENT TO BE ACQUIRED WITH THE PROCEEDS OF SUCH LOAN.
EACH
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SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL BE EFFECTIVE WITH RESPECT TO A
REVOLVING LOAN ONLY IF RECEIVED BY THE ADMINISTRATIVE AGENT, FOR A BASE RATE
LOAN, NO LATER THAN 2:00 P.M., NEW YORK CITY TIME, AT LEAST ONE BUSINESS DAY
PRIOR TO THE PROPOSED DATE OF THE BORROWING, PREPAYMENT OR CONVERSION OF THE
LOAN DESIGNATED IN THE NOTICE OR, FOR A LIBOR LOAN, AT LEAST THREE (3) BUSINESS
DAYS PRIOR TO THE PROPOSED DATE OF THE BORROWING (OR CONTINUATION), PREPAYMENT
OR CONVERSION OF THE LOAN DESIGNATED IN THE NOTICE. THE BORROWER MAY NOT REQUEST
MORE THAN THREE (3) REVOLVING LOANS IN ANY WEEK.
(B)
EACH SUCH NOTICE OF A BORROWING (OR CONTINUATION), PREPAYMENT OR
CONVERSION SHALL SPECIFY (A) THE AMOUNT AND TYPE OF LOAN TO BE BORROWED (OR
CONTINUED), PREPAID OR CONVERTED AND (B) THE DATE OF SUCH BORROWING (OR
CONTINUATION), PREPAYMENT OR CONVERSION (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.
IF THE BORROWER FAILS TO GIVE A NOTICE
OF BORROWING TO CONTINUE ANY LIBOR LOAN AS A LIBOR LOAN AT LEAST THREE (3)
BUSINESS DAYS PRIOR TO THE END OF THE THEN CURRENT INTEREST PERIOD, SUCH LOAN
SHALL AUTOMATICALLY BE CONVERTED INTO A BASE RATE LOAN ON THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD.
IF THE BORROWER SHALL ELECT TO BORROW OR CONTINUE
A LIBOR LOAN BUT SHALL FAIL TO SPECIFY THE DURATION OF THE INTEREST PERIOD
THEREFOR, THE INTEREST PERIOD THEREFOR SHALL BE ONE (1) MONTH. EACH NOTICE FOR A
REVOLVING LOAN SHALL BE FOR A SINGLE INTEREST RATE OPTION. THERE SHALL BE NO
MORE THAN FIVE LIBOR LOANS OUTSTANDING AT ANY TIME.
(C)
UPON RECEIPT OF A NOTICE, AND PROVIDED THE CONDITIONS PRECEDENT IN
THIS AGREEMENT FOR THE MAKING OF REVOLVING LOANS SHALL THEN BE