Common use of Certain Notices Clause in Contracts

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment specified below: ========================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, Commitments and of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ==================================================================================================================== | Notice | Number of Business Days Prior --------------------------------------------------------------------------------|----------------------------------- | Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- | 3 --------------------------------------------------------------------------------|----------------------------------- | Borrowing of Revolving Loans (other than Swingline Loans) subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base 0 | 1 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- and prepayment of Term Loans | --------------------------------------------------------------------------------|----------------------------------- | Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 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 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaid or the Accounts to be Converted or Continuedprepaid; (b) the amount (subject to Section 5.2 hereof5.2) 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; and (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, borrowing or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after the applicable time set forth above 1:00 p.m. on a Business Day, on the next Business Day. In the event the Borrower fails to select the Type No notice of Account applicable to a Loan, or the duration of any Interest Period prepayment is necessary for any Libor Account, within the time period prepayments required under subsection 5.4(b) and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateArticle 6.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 9:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment specified below: ============================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 1 ------------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts 3 ============================================================================================================= Notwithstanding the forgoing, the Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts if the proceeds will be used to satisfy Reimbursement Obligations in accordance with Section 3.5 not ----------- later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 5.3 SECTION 4.3 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment (a "Notice of Borrowing") shall be in the form of EXHIBIT "E" hereto and shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 SECTION 4.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 SECTION 4.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3SECTION 4.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings Borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (New York, New York, time) on the applicable Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowingBorrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice ------------------------------------------------------------------- ---------------------------------- Number of Notice Business Days Prior Termination ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Borrowings of Loans subject to which are Base Rate Accounts, prepayment or repayment Loans 2 ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Borrowings of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment which are Eurodollar Loans 3 ------------------------------------------------------------------- ---------------------------------- ------------------------------------------------------------------- ---------------------------------- Prepayments 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowingBorrowing (a "NOTICE OF BORROWING"), Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 SECTION 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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 borrowingBorrowing, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices Each such notice of termination, reduction, Borrowing, Conversion, Continuation or prepayment shall be in the form of EXHIBIT K hereto, appropriately completed as applicable. Each Notice of Borrowing (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in SECTION 2.10 and (b) shall be accompanied by such other evidence as to use of the type described in this Section 5.3 proceeds of such Borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.3SECTION 2.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 11:00a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment specified below: ========================================================================================================= Notice Number of Business Days Prior ------------------------------------------------------------------------------ ----------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Swingline Advances, Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 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 2.7(e) not ----------- later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 5.3 which are received by the ----------- Administrative Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereofthereof (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances); (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Revolving Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 9:00 a.m. (San Francisco, California time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment specified below: ================================Notice Number of Business Days Prior ========================================================================= Notice Number of Business Days Prior ======================= Termination or reduction of Revolving Commitments 1 --------------------------------------------------------------------------------------------------------- 5 ------------------------------------------------------------------------- ----------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------- ----------------------- Borrowing, prepayment prepayment, or repayment of Loans subject to Libor 3 Accounts, 3 Conversions into or Continuations as Libor Accounts =================================================================================== ======================= Notwithstanding the forgoingforegoing, 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 SECTION 2.7(e) not ----------- later than 12:00 noon 11:00 a.m. (San Francisco, California time) on the Business Day of the proposed borrowingborrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section 5.3 SECTION 4.3 which are received by the ----------- Administrative Agent after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Revolving Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 SECTION 4.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued Continued, or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- SECTION 4.3 must be made orally or in writing andand may be transmitted by telecopy, if made orally, provided that any such telecopy transmission must be immediately confirmed in writing not more than two telephonically by Borrower and promptly (2which may be by first class mail) Business Days after followed by Administrative Agent's receipt of the original copy of such notice is givenexecuted by Borrower. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3SECTION 4.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower Borrowers to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (Eastern Standard time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice ----------------------------------------------------------------- ---------------------------------- Number of Notice Business Days Prior Termination ----------------------------------------------------------------- ---------------------------------- Borrowings or reduction Repayments of Loans which are Base Rate Loans or 1 Eurodollar Loans not having a designated Interest Period ----------------------------------------------------------------- ---------------------------------- Borrowings or Repayments of Loans which are Eurodollar Loans 2 having a designated Interest Period ----------------------------------------------------------------- ---------------------------------- Prepayments of Loans 2 ----------------------------------------------------------------- ---------------------------------- Terminations or Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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. 5 ----------------------------------------------------------------- ---------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit D hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower Borrowers for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to use of the type described in this Section 5.3 proceeds of such borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails Borrowers fail to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower Borrowers may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment specified below: ========================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 5 ---------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- Borrowing, prepayment prepayment, or repayment of Loans subject to Libor 3 Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding the forgoingforegoing, 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 2.7(e) not ----------- later than 12:00 noon on the Business Day of the proposed borrowing-------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the ----------- Administrative Agent after the applicable time set --- forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued Continued, or ----------- prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section ------- 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in --- writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (New York, New York, time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice ----------------------------------------------------------------------------------- Number of Notice Business Days Prior Termination ----------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing ----------------------------------------------------------------------------------- Borrowings of Loans subject to which are Base Rate Accounts, prepayment or repayment Loans 2 ----------------------------------------------------------------------------------- Borrowings of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment which are Eurodollar Loans 3 ----------------------------------------------------------------------------------- Prepayments 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices 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 type described in this Section 5.3 proceeds of such borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of --------------- terminations or reductions of the Commitments, of borrowings borrowings, Conversions, Continuations and optional prepayments of Loans and of Conversion Classes of Loans, of Types of Loans and Continuations of Accounts the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. New York time on the number of Business Day Days prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice Number of Business Days Prior NUMBER OF BUSINESS NOTICE DAYS PRIOR ------------------------------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 2 ------------------------------------------------------------------------------------------- Borrowing of Loans subject to or optional prepayment of, or Conversions into, same day Alternate Base Rate Accounts, Loans (including Swing Loans) ------------------------------------------------------------------------------------------- Borrowing or optional prepayment or repayment of Loans subject to Base Rate Accountsof, Conversions into Base 0 Rate Accounts into, Con- 3 tinuations as, or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowingduration of Interest Period for, prepayment or repayment of LIBOR 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 applicable Commitments to be affected amount and the amount Class of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Class of Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 hereof4.04) and Type of each Loan to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing prepaid 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices by the Borrower Each such notice of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after duration of an Interest Period shall specify the notice Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the that Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountLIBOR Loan, within the time period and otherwise as provided in this Section 5.34.05, such Account Loan (if ----------- outstanding as a Libor AccountLIBOR Loan) will be automatically Converted into a an Alternate Base Rate Account Loan on the last day of the preceding then current Interest Period for such Account Loan or (if outstanding as a an Alternate Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a an Alternate Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateLoan.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings Advances, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (Dallas, Texas time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowingAdvance, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice ---------------------------------------------------------------------- Number of Notice Business Days Prior Termination ---------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing 5 ---------------------------------------------------------------------- Borrowings of Loans subject to as Base Rate Accounts, prepayment or repayment Loans 1 ---------------------------------------------------------------------- Borrowings of Loans subject to as LIBOR Loans 3 ---------------------------------------------------------------------- Conversions or Continuations of Loans 3 ---------------------------------------------------------------------- Prepayments of Loans which are Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment Loans 1 ---------------------------------------------------------------------- Prepayments 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. LIBOR Loans 3 ---------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowingAdvance, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 SECTION 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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 borrowingAdvance, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day)) and whether such Loan is to be a Swingline Advance. Any notices by Notices of Advances, Conversions, Continuations or prepayments shall be in the Borrower form of EXHIBIT B hereto, appropriately completed as applicable. Each such notice of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after duration of an Interest Period shall specify the notice Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders Banks of the contents of each such notice 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 Daynotice. In the event the that Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountLIBOR Loan, within the time period and otherwise as provided in this Section 5.3SECTION 2.9, such Account Loan (if ----------- outstanding as a Libor AccountLIBOR Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountLIBOR Loans, Convert any Base Rate Accounts Loans into Libor Accounts, LIBOR Loans or Continue any Libor Account Loans as a Libor Account LIBOR Loans if the Applicable Rate interest rate for such Libor Accounts LIBOR Loans would exceed the Maximum Highest Lawful Rate.

Certain Notices. Notices by the Borrower Kitty Hawk to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 8:00 a.m. (San Francisco, California time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice -------------------------------------------------------------------------------- Number of Notice Business Days Prior Termination -------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 5 -------------------------------------------------------------------------------- Borrowings of Revolving Credit Loans as Base Rate Loans 1 --------------------------------------------------------------------------------------------------------- Borrowing -------------------------------------------------------------------------------- Borrowings of Revolving Credit Loans as Eurodollar Loans 3 -------------------------------------------------------------------------------- Conversions or Continuations of Loans subject to 3 -------------------------------------------------------------------------------- Prepayments of Revolving Credit Loans which are 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 1 -------------------------------------------------------------------------------- Prepayments of Revolving Credit 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. Eurodollar Loans 3 -------------------------------------------------------------------------------- Prepayments of Term Loans 3 -------------------------------------------------------------------------------- Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, 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, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.,

Certain Notices. (a) Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans the Loan and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 10:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment as specified below: ========================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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 Borrowing, Conversions, Continuations and prepayment of 0 Swingline Advances -------------------------------------------------------------------------------- Borrowing of the forgoing, Revolving Loan as all or a portion of the Borrower may give an effective notice of borrowing of Revolving Loans subject to 1 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 Balance -------------------------------------------------------------------------------- Borrowing of the proposed borrowing. Revolving Loan as a Libor Balance 3 -------------------------------------------------------------------------------- Conversions or Continuations of Balances under the 3 Revolving Loan and termination or reduction of Commitments -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is all or a portion 1 of the Base Rate Balance -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is a Libor Balance 3 ================================================================================ 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify be in the form of Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify: (ai) the Loans amount of the Loan to be borrowed or prepaid or the Accounts Balances to be Converted or Continued; (bii) the amount (subject to Section 5.2 hereof5.2) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts borrowing will be a Swingline AdvancesAdvance), Converted, Continued or prepaid; (ciii) in the case of a Conversion, the Type of Account Balance to result from such Conversion; (div) in the case of a borrowing, the Type of Account Balance or Accounts Balances to be applicable to such borrowing and the amounts thereof; (ev) in the event a Libor Account Balance or an IBOR Balance is selected, the duration of the Interest Period therefor; and (fvi) the date of borrowing, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of --------------- terminations or reductions of Revolving Commitments, notices of borrowings and prepayments of Loans and notices of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (a) 12:00 p.m. on the Business Day of any borrowing, prepayment or repayment (other than scheduled payments and mandatory prepayments) of Loans subject to Base Rate Accounts or Conversions into Base Rate Accounts and (b) 1:00 p.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= ------------------------------------------------------------------------------ Notice Number of Business Days Prior Termination or reduction of Revolving Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 3 ------------------------------------------------------------------------------- Borrowing, prepayment or repayment (other than 3 scheduled payments and mandatory prepayments) 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 specified above which are received by the ----------- Administrative Agent after the applicable time set forth specified above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower Each notice of borrowing shall also certify to a calculation of the type described Total Debt (calculated as if the borrowing 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 (2question had occurred) Business Days after and the Maximum Total Debt as of the most recent month end prior to the notice is givenof borrowing. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after the applicable time set forth required above on a Business Day, on the next Business Day. In the event the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if an Event of Default exists or if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. (a) Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations, and prepayments of Loans the Loan, and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 10:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment prepayment as specified below: ========================================================================================================= Notice Number of Business Days Notice Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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 Borrowing, Conversions, Continuations, and prepayment of 0 Swingline Advances -------------------------------------------------------------------------------- Borrowing of the forgoing, Revolving Loan as all or a portion of the Borrower may give an effective notice of borrowing of Revolving Loans subject to 1 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 Balance -------------------------------------------------------------------------------- Borrowing of the proposed borrowing. Revolving Loan as a Libor Balance 3 -------------------------------------------------------------------------------- Conversions or Continuations of Balances under the 3 Revolving Loan and termination or reduction of Commitments -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is all or a portion of 1 the Base Rate Balance -------------------------------------------------------------------------------- Prepayment of the Revolving Loan which is a Libor Balance 3 ================================================================================ 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall be in the form of Exhibit F, appropriately completed by an authorized representative of the Borrower, and shall specify (ai) the Loans amount of the Loan to be borrowed or prepaid or the Accounts Balances to be Converted or Continued; (bii) the amount (subject to Section 5.2 hereof4.2) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts borrowing will be a Swingline AdvancesAdvance), Converted, Continued Continued, or prepaid; (ciii) in the case of a Conversion, the Type of Account Balance to result from such Conversion; (div) in the case of a borrowing, the Type of Account Balance or Accounts Balances to be applicable to such borrowing and the amounts thereof; (ev) in the event a Libor Account Balance or an IBOR Balance is selected, the duration of the Interest Period therefor; and (fvi) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York, New York, time) on the applicable Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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 Terminations or Reductions of borrowing Commitments 3 ------------------------------------------------------------------------------- Borrowings 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. Prime Rate Loans 1 ------------------------------------------------------------------------------- Borrowings of Loans which are Eurodollar Loans 3 ------------------------------------------------------------------------------- Prepayments of Loans which are Prime Rate Loans 1 ------------------------------------------------------------------------------- Prepayments of Loans which are Eurodollar Loans 3 =============================================================================== Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.9 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices Each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit C-1 hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.11. Each notice which includes reference to the duration of an Interest Period shall specify the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.10, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Prime Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Prime Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Prime Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to Administrative Agent regarding Loan Transactions and the Administrative --------------- Agent selection of terminations or reductions of Commitments, of borrowings and prepayments Types of Loans and and/or of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, New York City time, on the number of Business Day Days prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation proposed Loan Transaction or other repayment the first day of such Interest Period specified below: ========================================================================================================= --------------------------------------------------------------------------- Notice Number of Business Days Prior Termination --------------------------------------------------------------------------- Optional Prepayment 3 --------------------------------------------------------------------------- Conversions into, Continuations as, or reduction borrowings in 3 Base Rate Loans --------------------------------------------------------------------------- Conversions into, Continuations as, borrowings in or 3 changes in duration of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Interest Period for, LIBOR-based Loans (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. 2.4(6) --------------------------------------------------------------------------- Each such notice of termination or reduction a Loan Transaction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (2.8(4)), Type, and with respect to Base Rate Accounts, whether any Interest Period of such Base Rate Accounts will be Swingline Advances)proposed Loan Transaction, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day)) of such proposed Loan Transaction. Any notices by Notices for Conversions and Continuations shall be in the Borrower form of Exhibit E. Each such notice specifying the duration of an Interest Period shall specify the portion of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the If Borrower fails to select (i) the Type of Account applicable to a Loan, Loan or (ii) the duration of any Interest Period for any Libor Account, LIBOR-based Loan within the time period (i.e., three (3) Business Days prior to the first day of the next applicable Interest Period) and otherwise as provided in this Section 5.32.8(5), such Account Loan (if ----------- outstanding as a Libor AccountLIBOR Loan) will be automatically Converted into a Base Rate Account Continued as an LIBOR-based Loan with an Interest Period of one (1) month on the last day of the preceding current Interest Period for such Account or Loan (based on a LIBOR-based Rate determined two (2) Business Days prior to the first day of the next Interest Period) or, if outstanding as an Base Rate Loan, will remain as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateLoan.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (New York, New York, time) on the applicable Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice -------------------------------------------------------------------------------- Number of Notice Business Days Prior Termination -------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing -------------------------------------------------------------------------------- Borrowings of Loans subject to which are Base Rate Accounts, prepayment or repayment Loans 2 -------------------------------------------------------------------------------- Borrowings of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment which are Eurodollar Loans 3 -------------------------------------------------------------------------------- Prepayments 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices 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 type described in this Section 5.3 proceeds of such borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York, New York, time) on the applicable Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= --------------------------------------------------------------------------------------- Notice Number of Business Days Prior Termination --------------------------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing --------------------------------------------------------------------------------------- Borrowings of Loans subject to Base which are Prime Rate Accounts, prepayment or repayment Loans 2 --------------------------------------------------------------------------------------- Borrowings of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment which are Eurodollar Loans 3 --------------------------------------------------------------------------------------- Prepayments 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices 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 type described in this Section 5.3 proceeds of such borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Prime Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Prime Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Prime Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower Parent to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (a) 1:00 p.m. on the Business Day of any repayment of Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans subject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= ----------------------------------------------------------------------------------------------------------- Notice Number of Business Days Prior ----------------------------------------------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment 3 ----------------------------------------------------------------------------------------------------------- Prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 1 ----------------------------------------------------------------------------------------------------------- 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. 3 ----------------------------------------------------------------------------------------------------------- Any notices of the type described in this Section 5.3 SECTION 4.3 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 SECTION 4.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices Except as may otherwise be provided by SECTION 4.6, the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice 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 the Borrower Parent fails to select the Type of 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 5.3SECTION 4.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower Borrowers may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateRate or if a Default exists.

Certain Notices. Notices by the Borrower Parent to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (a) 1:00 p.m. on the Business Day of any repayment of Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans subject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= ---------------------------------------------------------------------- ----------------------------- Notice Number of Business Days Prior ---------------------------------------------------------------------- ----------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment 3 ---------------------------------------------------------------------- ----------------------------- Prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 1 ---------------------------------------------------------------------- ----------------------------- 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. 3 ---------------------------------------------------------------------- ----------------------------- Any notices of the type described in this Section 5.3 4.3 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 4.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices Except as may otherwise be provided by Section 4.6, the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice 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 the Borrower Parent fails to select the Type of 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 5.34.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower Borrowers may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateRate or if a Default exists.

Certain Notices. Notices by the any Borrower (which shall be given only by GFC on behalf of such Borrower) to the Administrative --------------- Facility Agent and Ex-Im Bank of terminations the borrowing, conversion and prepayment of each Loan and termination of the Credit (or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts any part thereof) shall be irrevocable and shall be effective only if in writing and received by the Administrative Security Trustee, the Facility Agent and Ex-Im Bank not later than 11:00 a.m. twelve (12) noon (New York time) on the number of days or Business Day Days, as the case may be, prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation conversion or other repayment prepayment specified below: ========================================================================================================= Notice below or such lesser number of days or Business Days as may in any case be agreed by the Facility Agent (with the approval of Ex-Im Bank): Number of Days or Notice Business Days Prior ----------------------------------- ------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Credit 5 Business Days Borrowing of Loans subject a Floating Rate Loan 3 Business Days Borrowing of a Fixed Rate Loan 5 Business Days Conversion of Floating Rate Loan to Base 10 Business Days [Loan Agreement] Fixed Rate Accounts, prepayment or repayment Loan Prepayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment Loan 20 Business Days Each Notice of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding Borrowing hereunder shall (i) specify the forgoingdate of borrowing (which shall be a Business Day), 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 applicable Commitments to be affected and the aggregate principal amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans relevant Loan to be borrowed on such date and whether such Loan is to bear interest at a Fixed Rate or prepaid a Floating Rate, (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Each Conversion Notice hereunder shall (i) specify the Accounts Conversion Date and the aggregate principal amount of the relevant Loan to be Converted or Continued; converted on such date and (bii) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration signed by GFC on behalf of the Interest Period therefor; and relevant Borrower or Borrowers. Any notice of prepayment shall (fi) specify the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day)) and the related Aircraft, and the aggregate principal amount of the relevant Loan to be prepaid on such date and (ii) be signed by GFC on behalf of the relevant Borrower. Any notices notice of termination or reduction of the Credit shall (i) specify the amount of the Credit to be terminated and (ii) be signed by GFC on behalf of the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is givenParties. The Administrative Facility Agent shall promptly notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Ratenotice.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (New York, New York, time) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice [***] Confidential treatment has been requested with respect to material omitted on this page. The omitted portions have been filed separately with the Securities and Exchange Commission. ---------------------------------------------------------------------- Number of Notice Business Days Prior Termination ---------------------------------------------------------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing ---------------------------------------------------------------------- Borrowings of Loans subject to which are Base Rate Accounts, prepayment or repayment Loans 2 ---------------------------------------------------------------------- Borrowings of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment which are Eurodollar Loans 3 ---------------------------------------------------------------------- Prepayments 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices 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 type described in this Section 5.3 proceeds of such borrowing, as the Administrative Agent may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after reasonably request from time to time. Each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment specified below: ========================================================================================================= Notice Number of Business Days Prior ======================================================================================= Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 5 --------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Borrowing, prepayment prepayment, or repayment of Loans subject to Libor 3 Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding the forgoingforegoing, 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 2.7(e) not ----------- later than 12:00 noon on the Business Day of the proposed borrowing-------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the ----------- Administrative Agent after the applicable time set --- forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued Continued, or ----------- prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.this

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (a) 1:00 p.m. on the Business Day of any repayment of Loans, (b) 12:00 noon on the Business Day of the requested borrowing under the Loans subject to Base Rate Accounts, or (c) 1:00 p.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= ------------------------------------------------------------------------------------------- Notice Number of Business Days Prior ------------------------------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment 3 ------------------------------------------------------------------------------------------- Prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 1 ------------------------------------------------------------------------------------------- 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. 3 ------------------------------------------------------------------------------------------- Any notices of the type described in this Section 5.3 4.3 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 4.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices Except as may otherwise be provided by Section 4.6, the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.34.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateRate or if a Default exists.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent Bank of terminations the termination or reductions reduction of Commitmentsthe Commitment, and of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent Bank not later than 11:00 a.m. 12:00 noon New York time on the Business Day date, or the number of days prior to (orthe date, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation borrowing or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= -------------------------------------- ------------------------------------- Type of Notice Date or Number of Business Days Prior -------------------------------------- ------------------------------------- Termination or reduction 30 days of Commitments 1 --------------------------------------------------------------------------------------------------------- Commitment -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- Borrowing or prepayment of Same Banking Day Prime Loans subject to Base Rate Accounts, -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- Borrowing or prepayment or repayment of 3 Banking Days Libor 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 applicable Commitments to be affected and the amount of the Commitments Commitment to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, borrowing or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 ss. 4.04 hereof) and type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, borrowing or prepayment (which shall be a Business Banking Day). Any notices by , and the Borrower duration of the type described Interest Period. Each notice required hereunder shall be in this Section 5.3 writing, except that a notice of borrowing may ----------- be made given orally or in writing and, if made orally, must be on the telephone provided it is confirmed in writing not more than within two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 DayBanking Days. In the event that the Borrower fails to select notify the Type of Account applicable to Bank in a Loan, or the duration timely manner as set forth above of any Interest Period for Libor Loan borrowing to replace any Libor Account, within the time period and otherwise as provided in this Section 5.3Loan having an expiring Interest Period, such Account (if ----------- outstanding as a Libor Account) Loan will be automatically Converted converted into a Base Rate Account Prime Loan on the last day of the preceding then current Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateLoan.

Certain Notices. Notices Subject to Section 2.5(b), notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. (New York, New York, time) on the applicable Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice Number of Notice Business Days Prior Termination ------ ------------------- Terminations or reduction Reductions of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing ------------------------------------------------------------------------------------------------ Borrowings of Loans subject to which are Base Rate AccountsLoans, prepayment and Conversions of Eurodollar Loans into Base Rate Loans 3 ------------------------------------------------------------------------------------------------ Borrowings or repayment Continuations of Loans subject to which are Eurodollar Loans, and Conversions of Base Rate Accounts, Conversions Loans into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment Eurodollar Loans 3 ------------------------------------------------------------------------------------------------ Prepayments 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. 2 ------------------------------------------------------------------------------------------------ Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each Subject to Section 2.5(b), each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 2.8 hereof) and Type of the Loans to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; prepaid (c) and, in the case of a Conversion, the Type of Account Loans 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices Subject to Section 2.5(b), each such notice of termination, reduction, borrowing, Conversion, Continuation or prepayment shall be in the form of Exhibit C hereto, appropriately completed as applicable. Each notice of borrowing (a "Notice of Borrowing") (a) shall certify that all proceeds of the requested Loans are, concurrently with the making of such Loans, being used by the Borrower for the purpose specified in Section 2.10 and (b) shall be accompanied by such other evidence as to use of the type described in this proceeds of such borrowing, as the Administrative Agent may reasonably request from time to time. Subject to Section 5.3 may ----------- be made orally or in writing and2.5(b), if made orally, must be confirmed in writing not more than two (2) Business Days after each notice which includes reference to the notice duration of an Interest Period shall specify the Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountEurodollar Loan, within the time period and otherwise as provided in this Section 5.32.9, such Account Loan (if ----------- outstanding as a Libor AccountEurodollar Loan) will be automatically Converted into a Base Rate Account Loan on the last day of the preceding Interest Period for such Account Loan or (if outstanding as a Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a Base Rate AccountLoan. The Borrower may not borrow any Loans subject to a Libor AccountEurodollar Loans, Convert any Base Rate Accounts Loans into Libor Accounts, Eurodollar Loans or Continue any Libor Account Loans as a Libor Account Eurodollar Loans if the Applicable Rate interest rate for such Libor Accounts Eurodollar Loans would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment specified below: ===========Notice Number of Business Days Prior ============================================================================================== Notice Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 5 ---------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions 0 into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- Borrowing, prepayment prepayment, or repayment of Loans subject to Libor 3 Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding the forgoingforegoing, 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 2.7(e) not ----------- later than 12:00 noon on the Business Day of the proposed borrowing-------------- borrowing if the proceeds of such borrowing will be used to satisfy Reimbursement Obligations. Any notices of the type described in this Section ------- 5.3 which are received by the ----------- Administrative Agent after the applicable time set --- forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued ----------- Continued, or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must ----------- be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Revolving Commitments, of borrowings and prepayments of Loans Loans, and of Conversion Conversions and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 12:30 p.m. (a) on the Business Day prior of the borrowing, prepayment or repayment of Loans subject to Base Rate Accounts or of the Conversion into Base Rate Accounts and (or, b) with respect to Base Rate Accountsany other repayments, on) terminations, reductions, borrowings, Conversions, Continuations, or prepayments, on the date Business Day which is the number of Business Days prior to the day of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment action specified below: =================================================================================================================== Notice Action Number of Business Days Prior Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans 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 Action =================================================================================================================== Notwithstanding the forgoingTermination or reduction of Commitments, the Borrower may give an effective notice prepayment of borrowing Loans 5 ------------------------------------------------------------------------------------------------------------------- Borrowing of Revolving Loans subject to Base Rate Eurodollar Accounts, Conversions into or Continuations as Eurodollar 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. 3 =================================================================================================================== Any notices of the type described in this Section 5.3 6.3 which are received by the ----------- Administrative Agent after the applicable time set forth above 12:30 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction of the Revolving Commitments shall specify the applicable Commitments to be affected and the amount of the Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify shall: (a) specify the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section 5.2 6.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued Continued, or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, borrowing the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Eurodollar Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by Each notice of borrowing, Conversion, continuation, or prepayment shall be substantially in the Borrower form of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is givenExhibit "I" hereto. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice on the date of its the Agent's receipt of the same or, if received on or after the applicable time set forth above 12:30 p.m. on a Business Day, on the next Business Day. In the event the Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor Eurodollar Account, within the time period and otherwise as provided in this Section 5.36.3, such Account (if ----------- outstanding as a Libor Eurodollar Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Eurodollar Account, Convert any Base Rate Accounts into Libor Eurodollar Accounts, or Continue any Libor Eurodollar Account as a Libor Eurodollar Account if the Applicable Rate for such Libor Eurodollar Accounts would exceed the Maximum RateRate or if a Default exists.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, Commitments and of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= Notice Number of Business Days Prior ------------------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 3 ------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than Swingline Loans) subject to Base Rate Accounts, Accounts and prepayment or repayment of Term Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 1 ------------------------------------------------------------------------------- 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 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaid or the Accounts to be Converted or Continuedprepaid; (b) the amount (subject to Section 5.2 hereof5.2) 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; and (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, borrowing or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after the applicable time set forth above 1:00 p.m. on a Business Day, on the next Business Day. In the event the Borrower fails to select the Type No notice of Account applicable to a Loan, or the duration of any Interest Period prepayment is necessary for any Libor Account, within the time period prepayments required under subsection 5.4(b) and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateArticle 6.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of the Commitments, of borrowings borrowings, Conversions, Continuations and optional prepayments of Loans and of Conversion Classes of Loans, of Types of Loans and Continuations of Accounts the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. New York time on the number of Business Day Days prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment or the first day of such Interest Period specified below: ========================================================================================================= Notice Number of Business Days Prior ------------------------------------------------------------------- ------------------------------------------------------------------- NUMBER OF BUSINESS NOTICE DAYS PRIOR ------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 3 ------------------------------------------------------------------- Borrowing of Loans subject to or optional prepayment of, or Conversions into, Alternate Base Rate Accounts, Loans same day ------------------------------------------------------------------- Borrowing or optional prepayment or repayment of Loans subject to Base Rate Accountsof, Conversions into Base 0 Rate Accounts into, Continuations as, or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowingduration of Interest Period for, prepayment or repayment of LIBOR 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 applicable Commitments to be affected amount and the amount Class of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify (a) the Class of Loans to be borrowed borrowed, Converted, Continued or prepaid or the Accounts to be Converted or Continued; (b) and the amount (subject to Section 5.2 hereof4.04) and Type of each Loan to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing prepaid 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, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices by the Borrower Each such notice of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after duration of an Interest Period shall specify the notice Loans to which such Interest Period is givento relate. The Administrative Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the that Borrower fails to select the Type of Account applicable to a Loan, or the duration of any Interest Period for any Libor AccountLIBOR Loan, within the time period and otherwise as provided in this Section 5.34.05, such Account Loan (if ----------- outstanding as a Libor AccountLIBOR Loan) will be automatically Converted into a an Alternate Base Rate Account Loan on the last day of the preceding then current Interest Period for such Account Loan or (if outstanding as a an Alternate Base Rate AccountLoan) will remain as, or (if not then outstanding) will be made as, a an Alternate Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateLoan.

Certain Notices. (a) Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings borrowings, Conversions, Continuations and prepayments of Loans and of Conversion and Continuations the duration of Accounts Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent (and, if applicable, the Swingline Lender) not later than 11:00 10:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment as specified below: ========================================================================================================= Notice Number of Business Days Prior Termination Borrowing and prepayment of Swingline Loans 0 Borrowing of Revolving Loans, the Term A Loan or Incremental Term Loans as Base Rate Loans 1 Notice Number of Business Days Prior Borrowing of Revolving Loans, the Term A Loan or Incremental Term Loans as Libor Loans denominated in US Dollars 3 Conversions or Continuations of Revolving Loans, the Term A Loan or Incremental Term Loans denominated in US Dollars and termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts3 Borrowing, 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 in Alternative Currencies (other than a Special Notice Currency) 4 Borrowing, Conversions or Continuations of Revolving Loans in a Special Notice Currency 5 Prepayment of Revolving Loans, the Term A Loan or Incremental Term Loans which are Base Rate Accounts if Loans 1 Prepayment of Revolving Loans, the proceeds will be used to satisfy Reimbursement Obligations Term A Loan or Incremental Term Loans which are Libor Loans denominated in accordance with Section 3.5 not ----------- later US Dollars 3 Prepayment of Revolving Loans which are Libor Loans denominated in an Alternative Currency (other than 12:00 noon on the Business Day a Special Notice Currency) 4 Prepayment of the proposed borrowing. Revolving Loans which are Libor Loans denominated in a Special Notice Currency 5 Terminations or reductions of Commitments 3 Any notices of the type described in this Section 5.3 which are received by the ----------- Administrative Agent (and, if applicable, the Swingline Lender) after the applicable time set forth above on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall be in writing and shall specify the applicable Commitments to be affected and the amount of the Aggregate Revolving Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, Continuation or prepayment shall specify be in the form of Exhibit F or such other form as may be approved by the Agent (aincluding any form on an electronic platform or electronic transmission systems as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify: (i) the amount of the Loans to be borrowed or prepaid or the Accounts Loans to be Converted or Continued; (bii) the amount (subject to Section 5.2 hereof5.2) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts borrowing will be a Swingline AdvancesLoan), Converted, Continued or prepaid; (ciii) in the case of a Conversion, the Type of Account Loan to result from such Conversion; (div) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing Loan requested and the amounts amount thereof; (ev) the currency of the Loan to be borrowed (if the Borrower fails to specify a currency in a loan notice, then the Loan requested shall be made in US Dollars); (vi) in the event a Libor Account Loan is selected, the duration of the Interest Period therefor; and (fvii) the date of borrowing, Conversion, Continuation, Continuation or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the any Borrower (which shall be given only by GFC on behalf of such Borrower) to the Administrative --------------- Facility Agent and Ex-Im Bank of terminations the borrowing, conversion and prepayment of each Loan and termination of the Credit (or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts any part thereof) shall be irrevocable and shall be effective only if in writing and received by the Administrative Security Trustee, the Facility Agent and Ex-Im Bank not later than 11:00 a.m. twelve (12) noon (New York time) on the number of days or Business Day Days, as the case may be, prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation conversion or other repayment prepayment specified below: ========================================================================================================= Notice below or such lesser number of days or Business Days as may in any case be agreed by the Facility Agent (with the approval of Ex-Im Bank): <TABLE> <CAPTION> Number of Days or Notice Business Days Prior ----------------------------------- ------------------- <S> <C> Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- Credit 5 Business Days Borrowing of Loans subject a Floating Rate Loan 3 Business Days Borrowing of a Fixed Rate Loan 5 Business Days Conversion of Floating Rate Loan to Base 10 Business Days </TABLE> 9 <PAGE> [Loan Agreement] Fixed Rate Accounts, prepayment or repayment Loan Prepayment of Loans subject to Base Rate Accounts, Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- Borrowing, prepayment or repayment Loan 20 Business Days Each Notice of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts ========================================================================================================= Notwithstanding Borrowing hereunder shall (i) specify the forgoingdate of borrowing (which shall be a Business Day), 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 applicable Commitments to be affected and the aggregate principal amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans relevant Loan to be borrowed on such date and whether such Loan is to bear interest at a Fixed Rate or prepaid a Floating Rate, (ii) be in substantially the form of Exhibit A hereto and (iii) be signed by GFC on behalf of the relevant Borrower or Borrowers. Each Conversion Notice hereunder shall (i) specify the Accounts Conversion Date and the aggregate principal amount of the relevant Loan to be Converted or Continued; converted on such date and (bii) the amount (subject to Section 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances), Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration signed by GFC on behalf of the Interest Period therefor; and relevant Borrower or Borrowers. Any notice of prepayment shall (fi) specify the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day)) and the related Aircraft, and the aggregate principal amount of the relevant Loan to be prepaid on such date and (ii) be signed by GFC on behalf of the relevant Borrower. Any notices notice of termination or reduction of the Credit shall (i) specify the amount of the Credit to be terminated and (ii) be signed by GFC on behalf of the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is givenParties. The Administrative Facility Agent shall promptly notify the Lenders of the contents of each such notice 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 Daynotice. In the event the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.4.4

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Conversions or Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation Continuation, or other repayment specified below: ========================================================================================================= Notice Number of Business Days Prior NUMBER OF BUSINESS DAYS NOTICE PRIOR Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------ Borrowing of Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into Base 0 Rate Accounts or Swingline Advances --------------------------------------------------------------------------------------------------------- 0 ------------------------------------------------------------------ Borrowing, prepayment prepayment, or repayment of Loans subject to Libor Accounts, 3 Conversions into or Continuations as Libor Accounts =======================================3 ================================================================== Notwithstanding the forgoing, the Borrower may give an effective notice of borrowing of Revolving Loans subject to Base Rate Accounts if the proceeds will be used to satisfy Reimbursement Obligations in accordance with Section 3.5 not ----------- later than 12:00 noon on the Business Day of the proposed borrowing. Any notices of the type described in this Section 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment (a "NOTICE OF BORROWING") shall be in the form of EXHIBIT "C" hereto and shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section SECTION 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued Continued, or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section SECTION 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 SECTION 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than (a) 1:00 p.m. on the Business Day of any repayment of Revolving Loans, (b) 11:00 a.m. on the Business Day prior to (or, with respect of the requested borrowing under the Revolving Loans subject to Base Rate Accounts, onor (c) 1:00 p.m. on the Business Day prior to the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= ------------------------------------------------------------------------------------------------------------------------ Notice Number of Business Days Prior ------------------------------------------------------------------------------------------------------------------------ Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 3 ------------------------------------------------------------------------------------------------------------------------ Borrowing of Acquisition Loans subject to Base Rate Accounts, prepayment or repayment of Loans subject to Base Rate Accounts, or Conversions into 1 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 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 applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) the Loans to be borrowed or prepaid or the Accounts to be Converted or Continued; (b) the amount (subject to Section SECTION 5.2 hereof) to be ----------- borrowed (and with respect to Base Rate Accounts, whether any of such Base Rate Accounts will be Swingline Advances)borrowed, Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders of the contents of each such notice 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 the Borrower fails to select the Type of 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 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum Rate.shall

Certain Notices. Notices by the Borrower to the Administrative --------------- Agent of terminations or reductions of Commitments, Commitments and of borrowings and prepayments of Loans and of Conversion and Continuations of Accounts shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (a) on the Business Day of the borrowing of a Swingline Loan, (b) on the Business Day of any repayment of Swingline Loans or Revolving Loans, or (c) on the Business Day prior to (or, with respect to Base Rate Accounts, on) the date of the relevant termination, reduction, borrowing, Conversion, Continuation or other repayment prepayment specified below: ========================================================================================================= Notice Number of Business Days Prior -------------------------------------------------------------------------------- Termination or reduction of Commitments 1 --------------------------------------------------------------------------------------------------------- 3 -------------------------------------------------------------------------------- Borrowing of Revolving Loans (other than 1 Swingline Loans) subject to Base Rate Accounts, Accounts and prepayment or repayment of Term 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, 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 1:00 p.m. on a Business Day shall be deemed to be received and shall be effective on the next Business Day. Each such notice of termination or reduction shall specify the applicable Commitments to be affected and the amount of the Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation, or prepayment shall specify (a) specify the Loans to be borrowed or prepaid or the Accounts to be Converted or Continuedprepaid; (b) the amount (subject to Section 5.2 hereof5.2) 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; and (c) in the case of a Conversion, the Type of Account to result from such Conversion; (d) in the case of a borrowing, the Type of Account or Accounts to be applicable to such borrowing and the amounts thereof; (e) in the event a Libor Account is selected, the duration of the Interest Period therefor; and (f) the date of borrowing, Conversion, Continuation, borrowing or prepayment (which shall be a Business Day). Any notices by the Borrower of the type described in this Section 5.3 may ----------- be made orally or in writing and, if made orally, must be confirmed in writing not more than two (2) Business Days after the notice is given. The Administrative Agent shall notify the Lenders Banks of the contents of each such notice on the date of its receipt of the same or, if received on or after the applicable time set forth above 1:00 p.m. on a Business Day, on the next Business Day. In the event the Borrower fails to select the Type No notice of Account applicable to a Loan, or the duration of any Interest Period prepayment is necessary for any Libor Account, within the time period prepayments required under subsection 5.4(b) and otherwise as provided in this Section 5.3, such Account (if ----------- outstanding as a Libor Account) will be automatically Converted into a Base Rate Account on the last day of the preceding Interest Period for such Account or (if outstanding as a Base Rate Account) will remain as, or (if not then outstanding) will be made as, a Base Rate Account. The Borrower may not borrow any Loans subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts, or Continue any Libor Account as a Libor Account if the Applicable Rate for such Libor Accounts would exceed the Maximum RateArticle 6.