Common use of Bid Loans Clause in Contracts

Bid Loans. (a) Each Bank severally agrees that the Company may request Bid Borrowings denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Date until the date occurring one day prior to the Final Maturity Date, in the manner set forth below; provided that, following the making of each Bid Borrowing, the aggregate Original Dollar Amount of all Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan to be made as part of such Bid Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iii) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive in the absence of demonstrable error.

Bid Loans. (a) Each Bank severally agrees that the Company may request Bid Borrowings denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Date until the date occurring one day prior to the Final Maturity Date, in the manner set forth below; provided that, following the making of each Bid Borrowing, the aggregate Original Dollar Amount of all Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan to be made as part of such Bid Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, Borrowing and in any case of no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, at a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates rate or Bid Rate Margins, as the case may be, rates of interest therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, interest rate if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may beinterest rate, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, interest rate with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, interest rate with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iii) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive in the absence of demonstrable error. (iv) If the Company notifies the Administrative Agent that such Bid Borrowing is canceled pursuant to clause (A) of paragraph (iii) above, the Administrative Agent shall give prompt notice thereof to the Banks and such Bid Borrowing shall not be made. (v) If the Company accepts one or more of the offers made by any Bank or Banks pursuant to clause (B) of paragraph (iii) above, the Administrative Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above of the date and aggregate amount of such Bid Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by the Company and (B) each Bank that is to make a Bid Loan as part of such Bid Borrowing of the amount of each Bid Loan to be made by such Bank as part of such Bid Borrowing. Each Bank that is to make a Bid Loan as part of such Bid Borrowing shall, before 12:00 Noon (New York time) on the date of such Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence, make available to the Administrative Agent at the Administrative Agent's Payment Office such Bank's portion of such Bid Borrowing, in same day funds. Unless the Administrative Agent determines that any applicable condition set forth in Section 5 has not been satisfied, the Administrative Agent will make available to the Company at the Administrative Agent's Payment Office the aggregate of the amounts so made available by the Banks prior to 1:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time). (vi) The acceptance by the Company of any offer made by any Bank pursuant to paragraph (iii) (B) above shall be irrevocable and binding on the Company. (b) Within the limits and on the conditions set forth in this Section 1.04 (including, without limitation, the condition set forth in the proviso to the first sentence of subsection (a) above), the Company may from time to time borrow under this Section 1.04, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 1.04. (c) The Company shall repay to the Administrative Agent for the account of each Bank that has made a Bid Loan, or each other holder of a Bid Note, on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Bid Note, if any, evidencing such Bid Loan), the then unpaid principal amount of such Bid Loan. The Company shall have no right to prepay any principal amount of any Bid Loan unless, and then only on the terms, specified by the Company for such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above. (d) The Company shall pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to (but not including) the date the principal amount of such Bid Loan is repaid in full, at the rate of interest for such Bid Loan specified by the Bank making such Bid Loan in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable in arrears on the interest payment date or dates specified by the Company for such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above.

Bid Loans. (a) Each Bank severally agrees that the The Company may request one or more Banks to make offers to make Bid Borrowings Loans denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, Termination Date in the manner set forth below; in this subsection 2.18, provided that, following the making of each Bid Borrowing, that the aggregate Original principal Dollar Amount (determined as of the most recent Revaluation Date) of all Revolving Credit Loans, Swing Line Loans, LOC Obligations and Bid Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such any one time shall not exceed the Total Commitment in effect aggregate amount of the Commitments at such time. Each Bank may, but shall have no obligation to, make such offers, and the Company may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Company may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not later than 10:00 A.M. (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 p.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request). Each Bid Loan Request shall be solicit Bid Quotes for Bid Loans in an aggregate amount not less than principal Dollar Amount (determined as of the most recent Revaluation Date) of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank by facsimile transmission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each In the case of a LIBOR Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank may, ifthat elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, plus or minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "for each such Bid Rate Margin"), in any case as specified Loan determined by such Bank in its sole discretion, . Any such irrevocable offer shall be made by notifying delivering a Bid Quote to the Administrative Agent (which shall give prompt notice thereof to the Company)Agent, before 9:00 10:00 A.M. (New York City time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four three Business Days before the date of such proposed Bid BorrowingBorrowing Date, in setting forth the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of Bid Loans for each Bid Loan that maturity date which such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts amount may, subject to the proviso to the first sentence of this Section 1.04subsection 2.1(a), exceed such Bank's ’s Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor ) and the maturity date relating theretomargin above or below the Eurodollar Rate at which such Bank is willing to make each such Bid Loan; the Administrative Agent shall advise the Company before 10:30 A.M. (New York City time) three Business Days before the proposed Borrowing Date, provided that if of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify advise the Company of such offer the contents of its Bid Quote before 8:45 9:45 A.M. (New York City time) on three Business Days before the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Companyproposed Borrowing Date. (iii) The Company In the case of a Fixed Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank that elects, in its sole discretion, to do so, may irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bank in its sole discretion. Any such irrevocable offer shall be made by delivering a Bid Quote to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each maturity date which such Bank would be willing to make (which amount may, in turnsubject to subsection 2.1(a), exceed such Bank’s Commitment) and the rate or rates of interest therefor; the Administrative Agent shall advise the Company before 10:00 A.M. (New York City time) (A) on the date proposed Borrowing Date of the contents of each such proposed Bid BorrowingQuote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall advise the case Company of an Absolute Rate the contents of its Bid Loan and Quote before 9:15 A.M. (BNew York City time) on the proposed Borrowing Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Business Days before the date of such proposed Bid Borrowing, Borrowing Date in the case of a Eurodollar LIBOR Bid Loan Request and before 10:30 A.M. (New York City time) on the proposed Borrowing Date in the case of a Fixed Rate Bid Loan Request either, in its absolute discretion: (A) cancel such Bid Borrowing Loan Request by giving the Administrative Agent telephone notice to that effect,, or (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph clause (ii) or clause (iii) above, in its sole discretion, subject only to as the provisions of this paragraph (iii)case may be, by giving telephone notice (immediately confirmed by execution and facsimile transmission of a Bid Loan Confirmation) to the Administrative Agent of the amount of Bid Loans to be made by each Bid Loan Bank (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amountamount requested to be made, but in no event less than $5,000,000 and in integral multiples of $1,000,000 in excess thereof, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan Loans pursuant to paragraph clause (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph or clause (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (iiiii) above, at any Absolute Rate or Bid Rate Margin, as the case may be), if provided that the Company shall have, or shall be deemed to have, rejected any other offer with may not accept offers for Bid Loans in an aggregate principal amount in excess of the same maturity date made maximum principal amount requested in the related Bid Loan Request. (v) If the Company notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to paragraph clause (iiiv)(A) above, at a lower Absolute Rate or the Administrative Agent shall give prompt telephone notice thereof to the Banks, and the Bid Rate Margin, as the case may be, Loans requested thereby shall not be made. (yvi) if If the Company declines to accept, accepts one or is otherwise restricted more of the offers made by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate any Bank or Bid Rate Margin, as the case may be, with the same maturity date Banks pursuant to paragraph clause (iiiv)(B) above, then the Company Administrative Agent shall accept a pro rata portion as promptly as practicable following receipt of each offer made at such Absolute Rate or Bid Rate Marginthe Company’s acceptance, as three Business Days before the proposed Borrowing Date in the case may be, with the same maturity date, based as nearly as possible of a LIBOR Bid Loan Request and on the ratio proposed Borrowing Date in the case of the aggregate principal amount a Fixed Rate Bid Loan Request, notify each Bank which has made such an offer, of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such Bid Loans to be made on such Borrowing Date for each maturity date and of the acceptance of any offers accepted for each maturity date to make such Bid Loans made by such Bank. Each Bank which is to make a Bid Loan shall, before 12:00 noon (New York City time) on the Company is equal to at least $5,000,000Borrowing Date specified in the Bid Loan Request applicable thereto, or (C) reject any or all of such offers either directly by written or telephonic notice make available to the Administrative Agent or indirectly by taking no action prior at its office set forth in subsection 9.2 the amount of such Bank’s Bid Loans, in immediately available funds. The Administrative Agent will make such funds available to the deadline Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. (vii) Each Bid Loan shall be evidenced by a promissory note of the Company, substantially in the form of Exhibit E, with appropriate insertions (a “Bid Note”), payable to the order of the applicable Bank and representing the obligation of the Company to pay the unpaid principal amount of all Bid Loans made by such Bank, and to pay interest thereon as prescribed in subsection 2.18(e). Each such Bank is hereby authorized to record the date and amount of each Bid Loan made by such Bank, the maturity date thereof, the date and amount of each payment of principal thereof and the interest rate with respect thereto on the schedule annexed to and constituting part of its Bid Note or in the books and records of such Bank in such manner as is reasonable and customary, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation shall not affect the obligations of the Company hereunder or under any Bid Note. Each Bid Note shall be dated the Closing Date and each Bid Loan evidenced thereby shall bear interest for the period from and including the Borrowing Date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and such interest shall be payable as specified above. Any offer or offers made in, subsection 2.18(e). (c) Within the limits and on the conditions set forth in this subsection 2.18, the Company may from time to time borrow under this subsection 2.18, repay pursuant to paragraph (iid) above not expressly accepted or rejected below, and reborrow under this subsection 2.18. (d) The Company shall repay to the Administrative Agent for the account of each Bank which has made a Bid Loan on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in accordance with this the related Bid Loan Request) the then unpaid principal amount of such Bid Loan. The Company shall not have the right to prepay any principal amount of any Bid Loan without the prior written consent of the applicable Bank then making such Bid Loan. (e) The Company shall pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to the stated maturity date thereof, at the rate of interest for such Bid Loan determined pursuant to paragraph (iiib) shall be deemed to have been rejected by above (calculated on the Company. Determinations basis of a 360 day year for actual days elapsed), payable on the Interest Payment Date specified by the Company of the amount of for such Bid Loans shall be conclusive Loan in the absence of demonstrable errorrelated Bid Loan Request as provided in the Bid Note evidencing such Bid Loan.

Bid Loans. (a) Each Bank severally agrees that the The Company may request Bid Borrowings denominated in Dollars comprised of either Absolute Rate one or more Banks to --------- make offers to make Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, Termination Date in the manner set forth below; in this subsection 2.18, provided that, following that the making of each Bid Borrowing, the -------- aggregate Original Dollar Amount of all Loans outstanding hereunder plus the aggregate principal amount of all Letter of Revolving Credit Outstandings Loans, Swing Line Loans and Bid Loans outstanding at such any one time shall not exceed the Total Commitment in effect aggregate amount of the Commitments at such time. Each Bank may, but shall have no obligation to, make such offers, and the Company may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Company may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not later than 10:00 A.M. (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 p.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request). Each Bid Loan Request shall be solicit Bid Quotes for Bid Loans in an aggregate principal amount not less than of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank by facsimile transmission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each In the case of a LIBOR Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank may, ifthat elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute LIBOR Rate Bid Loans, a rate plus or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"), in any case as specified by for each such Bank in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iii) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive in the absence of demonstrable error.

Bid Loans. (ai) Each Bank severally agrees that When the Company may request Borrower desires to effect a Borrowing (or Borrowings) consisting of one or more Bid Borrowings denominated Loans, but not more often than twice in Dollars comprised any calendar month, the Borrower shall notify the Agent by telephone, followed promptly by facsimile of either Absolute Rate a Competitive Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 Request in the form of Exhibit C (to be made from time to time on any Business Day during received no later than 10:00 a.m., San Francisco time, (x) in the period from the Effective Date until the date occurring one day case of a LIBOR Auction, four Banking Days prior to the Final Maturity Datedate of the proposed Borrowing(s), or (y) in the manner set forth below; provided thatcase of an Absolute Rate Auction, following two Banking Days prior to the making date of each Bid Borrowingthe proposed Borrowing(s)), specifying (among the aggregate Original Dollar Amount other information required by Exhibit C): (A) the date of all Loans outstanding hereunder plus such Borrowing(s), which shall be a Banking Day; (B) the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing Borrowing(s), which shall be in an aggregate amount not less than (subject to the limitations set forth in other provisions of the Loan Documents) equal to $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof.; (iC) The Company may request a Bid Borrowing by delivering to whether the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan requested Borrowing(s) is/are to be made as part either (1) one or more LIBOR Bid Loans or (2) one or more Absolute Rate Bid Loans; and (D) the duration of such the requested Bid Borrowing Loan Rate Period (which maturity date subject to the limitations that the Borrower may request no more than three Bid Loan Rate Periods in any single Competitive Bid Request and that each Bid Loan Rate Period must relate to at least $5,000,000 in principal) and, if more than one Bid Loan Rate Period is requested, the requested principal amount of the related Borrowing. The Borrower's right to request Competitive Bids for LIBOR Bid Loans, and each Bank's or Designated Bid Lender's obligation to fund any LIBOR Bid Loan pursuant to any Competitive Bid accepted by the Borrower, shall be subject in all respects to the provisions of Section 2.2(d) of Exhibit A to the Note, applied as if each reference therein to the "LIBOR Alternative" referred as well to LIBOR Bid Loans. (ii) Upon receipt of a Competitive Bid Request, the Agent shall promptly send a copy thereof to each of the Banks by facsimile, attaching thereto notice of the date occurring between one and 180 days after time by which responses must be received in order to be considered by the date Borrower. The Competitive Bid Request shall not constitute an offer by the Borrower, but merely an invitation to the Banks to submit Competitive Bids with respect to the requested Borrowing(s). (iii) (A) Each Bank may, in its discretion, submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Competitive Bid Request. Each Competitive Bid must comply with the provisions of such Bid Borrowingthis Section 7(b)(iii) and must be submitted to the Agent (or, in the case of Absolute Rate a Competitive Bid Loansbeing submitted by the Agent in its capacity as a Bank, and oneto the Borrower), twoby facsimile, three or six months after the date of such Bid Borrowingno later than 6:30 a.m. (or, in the case of Eurodollar Rate a Competitive Bid Loansby the Agent, and in any case no later than the Final Maturity Date6:15 a.m.), the interest payment date or dates relating thereto San Francisco time, (which shall occur at least every 3 months, 1) in the case of Eurodollar Rate Bid Loansa LIBOR Auction, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business three Banking Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"Borrowing(s), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent or (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time2) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid BorrowingAuction, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such the proposed Borrowing(s). Each Competitive Bid Borrowing, in the case of an Absolute Rate Bid Loan and so submitted (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice Section 2.2(d) of Exhibit A to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount Note, as described above, and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf satisfaction of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company all conditions precedent to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iiirequested Advance) shall be deemed to have been rejected by irrevocable, unless the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive Borrower otherwise agrees in the absence of demonstrable errorwriting.

Bid Loans. (ai) Each Bank severally agrees that When the Company may request Borrower desires to effect a Borrowing (or Borrowings) consisting of one or more Bid Borrowings denominated Loans, but not more often than twice in Dollars comprised any calendar month, the Borrower shall notify the Agent by telephone, followed promptly by facsimile of either Absolute Rate a Competitive Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 Request in the form of Exhibit C (to be made from time to time on any Business Day during received no later than 10:00 a.m., San Francisco time, (x) in the period from the Effective Date until the date occurring one day case of a LIBOR Auction, four Banking Days prior to the Final Maturity Datedate of the proposed Borrowing(s), or (y) in the manner set forth below; provided thatcase of an Absolute Rate Auction, following two Banking Days prior to the making date of each Bid Borrowingthe proposed Borrowing(s)), specifying (among the aggregate Original Dollar Amount other information required by Exhibit C): (A) the date of all Loans outstanding hereunder plus such Borrowing(s), which shall be a Banking Day; (B) the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing Borrowing(s), which shall be in an aggregate amount not less than (subject to the limitations set forth in other provisions of the Loan Documents) equal to $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof.; (iC) The Company may request a Bid Borrowing by delivering to whether the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan requested Borrowing(s) is/are to be made as part either (1) one or more LIBOR Bid Loans or (2) one or more Absolute Rate Bid Loans; and (D) the duration of such the requested Bid Borrowing Loan Rate Period (which maturity date subject to the limitations that the Borrower may request no more than three Bid Loan Rate Periods in any single Competitive Bid Request and that each Bid Loan Rate Period must relate to at least $5,000,000 in principal) and, if more than one Bid Loan Rate Period is requested, the requested principal amount of the related Borrowing. The Borrower's right to request Competitive Bids for LIBOR Bid Loans, and each Bank's or Designated Bid Lender's obligation to fund any LIBOR Bid Loan pursuant to any Competitive Bid accepted by the Borrower, shall be subject in all respects to the provisions of Section 2.2(d) of Exhibit A to the Note, applied as if each reference therein to the "LIBOR Alternative" referred as well to LIBOR Bid Loans. (ii) Upon receipt of a Competitive Bid Request, the Agent shall promptly send a copy thereof to each of the Banks by facsimile, attaching thereto notice of the date occurring between one and 180 days after time by which responses must be received in order to be considered by the date Borrower. The Competitive Bid Request shall not constitute an offer by the Borrower, but merely an invitation to the Banks to submit Competitive Bids with respect to the requested Borrowing(s). (iii) (A) Each Bank may, in its discretion, submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Competitive Bid Request. Each Competitive Bid must comply with the provisions of such Bid Borrowingthis Section 7(b)(iii) and must be submitted to the Agent (or, in the case of Absolute Rate a Competitive Bid Loansbeing submitted by the Agent in its capacity as a Bank, and oneto the Borrower), twoby facsimile, three or six months after the date of such Bid Borrowingno later than 6:30 a.m. (or, in the case of Eurodollar Rate a Competitive Bid Loansby the Agent, and in any case no later than the Final Maturity Date6:15 a.m.), the interest payment date or dates relating thereto San Francisco time, (which shall occur at least every 3 months, 1) in the case of Eurodollar Rate Bid Loansa LIBOR Auction, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business three Banking Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"Borrowing(s), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent or (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time2) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid BorrowingAuction, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such the proposed Borrowing(s). Each Competitive Bid Borrowing, in the case of an Absolute Rate Bid Loan and so submitted (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice Section 2.2(d) of Exhibit A to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount Note, as described above, and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf satisfaction of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company all conditions precedent to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iiirequested Advance) shall be deemed to have been rejected by irrevocable, unless the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive Borrower otherwise agrees in the absence of demonstrable errorwriting.

Bid Loans. (ai) Each Bank severally agrees that When Borrower desires to effect a Borrowing (or Borrowings) consisting of one or more Bid Loans, but not more often than twice in any calendar month, Borrower shall notify Agent by telephone, followed promptly by facsimile of a Competitive Bid Request in the Company may request Bid Borrowings denominated in Dollars comprised form of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 Exhibit C (to be made from time to time on any Business Day during received no later than 10:00 a.m., San Francisco time, (x) in the period from the Effective Date until the date occurring one day case of a LIBOR Auction, four Banking Days prior to the Final Maturity Datedate of the proposed Borrowing(s), or (y) in the manner set forth below; provided thatcase of an Absolute Rate Auction, following two Banking Days prior to the making date of each Bid Borrowingthe proposed Borrowing(s)), specifying (among the aggregate Original Dollar Amount other information required by Exhibit C): (A) the date of all Loans outstanding hereunder plus such Borrowing(s), which shall be a Banking Day; (B) the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing Borrowing(s), which shall be in an aggregate amount not less than (subject to the limitations set forth in other provisions of the Loan Documents) equal to $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof.; (iC) The Company may request a Bid Borrowing by delivering to whether the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan requested Borrowing(s) is/are to be made as part either (1) one or more LIBOR Bid Loans or (2) one or more Absolute Rate Bid Loans; and (D) the duration of such the requested Bid Borrowing Loan Rate Period (which maturity date subject to the limitations that Borrower may request no more than three Bid Loan Rate Periods in any single Competitive Bid Request and that each Bid Loan Rate Period must relate to at least $5,000,000 in principal) and, if more than one Bid Loan Rate Period is requested, the requested principal amount of the related Borrowing. Borrower's right to request Competitive Bids for LIBOR Bid Loans, and each Bank's or Designated Bid Lender's obligation to fund any LIBOR Bid Loan pursuant to any Competitive Bid accepted by Borrower, shall be subject in all respects to the provisions of Section 2.2(d) of Exhibit A to the Note, applied as if each reference therein to the "LIBOR Alternative" referred as well to LIBOR Bid Loans. (ii) Upon receipt of a Competitive Bid Request, Agent shall promptly send a copy thereof to each of the Banks by facsimile, attaching thereto notice of the date occurring between one and 180 days after time by which responses must be received in order to be considered by Borrower. The Competitive Bid Request shall not constitute an offer by Borrower, but merely an invitation to the date Banks to submit Competitive Bids with respect to the requested Borrowing(s). (iii) (A) Each Bank may, in its discretion, submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Competitive Bid Request. Each Competitive Bid must comply with the provisions of such Bid Borrowingthis Section 1.3(b)(iii) and must be submitted to Agent (or, in the case of Absolute Rate a Competitive Bid Loansbeing submitted by Agent in its capacity as a Bank, and oneto Borrower), twoby facsimile, three or six months after the date of such Bid Borrowingno later than 6:30 a.m. (or, in the case of Eurodollar Rate a Competitive Bid Loansby Agent, and in any case no later than the Final Maturity Date6:15 a.m.), the interest payment date or dates relating thereto San Francisco time, (which shall occur at least every 3 months, 1) in the case of Eurodollar Rate Bid Loansa LIBOR Auction, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business three Banking Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"Borrowing(s), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent or (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time2) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid BorrowingAuction, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such the proposed Borrowing(s). Each Competitive Bid Borrowing, in the case of an Absolute Rate Bid Loan and so submitted (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice Section 2.2(d) of Exhibit A to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount Note, as described above, and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf satisfaction of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company all conditions precedent to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iiirequested Advance) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive irrevocable, unless Borrower otherwise agrees in the absence of demonstrable errorwriting.

Bid Loans. (a) Each Bank severally agrees that the The Company may request one or more Banks to make offers to make Bid Borrowings Loans denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, final Termination Date in the manner set forth below; in this subsection 2.18, provided that, following the making of each Bid Borrowing, that the aggregate Original principal Dollar Amount (determined as of the most recent Revaluation Date) of all Revolving Credit Loans, Swing Line Loans, LOC Obligations and Bid Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such any one time shall not exceed the Total Commitment in effect aggregate amount of the Commitments at such time. Each Bank may, but shall have no obligation to, make such offers, and the Company may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Company may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not later than 10:00 A.M. (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 p.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request). Each Bid Loan Request shall be solicit Bid Quotes for Bid Loans in an aggregate amount not less than principal Dollar Amount (determined as of the most recent Revaluation Date) of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the final Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank by facsimile transmission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each In the case of a LIBOR Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank may, ifthat elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, plus or minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "for each such Bid Rate Margin"), in any case as specified Loan determined by such Bank in its sole discretion, . Any such irrevocable offer shall be made by notifying delivering a Bid Quote to the Administrative Agent (which shall give prompt notice thereof to the Company)Agent, before 9:00 10:00 A.M. (New York City time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four three Business Days before the date of such proposed Bid BorrowingBorrowing Date, in setting forth the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of Bid Loans for each Bid Loan that maturity date which such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts amount may, subject to the proviso to the first sentence of this Section 1.04subsection 2.1(a), exceed such Bank's ’s Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor ) and the maturity date relating theretomargin above or below the Eurodollar Rate at which such Bank is willing to make each such Bid Loan; the Administrative Agent shall advise the Company before 10:30 A.M. (New York City time) three Business Days before the proposed Borrowing Date, provided that if of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify advise the Company of such offer the contents of its Bid Quote before 8:45 9:45 A.M. (New York City time) on three Business Days before the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Companyproposed Borrowing Date. (iii) The Company In the case of a Fixed Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank that elects, in its sole discretion, to do so, may irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bank in its sole discretion. Any such irrevocable offer shall be made by delivering a Bid Quote to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each maturity date which such Bank would be willing to make (which amount may, in turnsubject to subsection 2.1(a), exceed such Bank’s Commitment) and the rate or rates of interest therefor; the Administrative Agent shall advise the Company before 10:00 A.M. (New York City time) (A) on the date proposed Borrowing Date of the contents of each such proposed Bid BorrowingQuote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall advise the case Company of an Absolute Rate the contents of its Bid Loan and Quote before 9:15 A.M. (BNew York City time) on the proposed Borrowing Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Business Days before the date of such proposed Bid Borrowing, Borrowing Date in the case of a Eurodollar LIBOR Bid Loan Request and before 10:30 A.M. (New York City time) on the proposed Borrowing Date in the case of a Fixed Rate Bid Loan Request either, in its absolute discretion: (A) cancel such Bid Borrowing Loan Request by giving the Administrative Agent telephone notice to that effect,, or (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph clause (ii) or clause (iii) above, in its sole discretion, subject only to as the provisions of this paragraph (iii)case may be, by giving telephone notice (immediately confirmed by execution and facsimile transmission of a Bid Loan Confirmation) to the Administrative Agent of the amount of Bid Loans to be made by each Bid Loan Bank (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amountamount requested to be made, but in no event less than $5,000,000 and in integral multiples of $1,000,000 in excess thereof, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan Loans pursuant to paragraph clause (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph or clause (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (iiiii) above, at any Absolute Rate or Bid Rate Margin, as the case may be), if provided that the Company shall have, or shall be deemed to have, rejected any other offer with may not accept offers for Bid Loans in an aggregate principal amount in excess of the same maturity date made maximum principal amount requested in the related Bid Loan Request. (v) If the Company notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to paragraph clause (iiiv)(A) above, at a lower Absolute Rate or the Administrative Agent shall give prompt telephone notice thereof to the Banks, and the Bid Rate Margin, as the case may be, Loans requested thereby shall not be made. (yvi) if If the Company declines to accept, accepts one or is otherwise restricted more of the offers made by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate any Bank or Bid Rate Margin, as the case may be, with the same maturity date Banks pursuant to paragraph clause (iiiv)(B) above, then the Company Administrative Agent shall accept a pro rata portion as promptly as practicable following receipt of each offer made at such Absolute Rate or Bid Rate Marginthe Company’s acceptance, as three Business Days before the proposed Borrowing Date in the case may be, with the same maturity date, based as nearly as possible of a LIBOR Bid Loan Request and on the ratio proposed Borrowing Date in the case of the aggregate principal amount a Fixed Rate Bid Loan Request, notify each Bank which has made such an offer, of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such Bid Loans to be made on such Borrowing Date for each maturity date and of the acceptance of any offers accepted for each maturity date to make such Bid Loans made by such Bank. Each Bank which is to make a Bid Loan shall, before 12:00 noon (New York City time) on the Company is equal to at least $5,000,000Borrowing Date specified in the Bid Loan Request applicable thereto, or (C) reject any or all of such offers either directly by written or telephonic notice make available to the Administrative Agent or indirectly by taking no action prior at its office set forth in subsection 9.2 the amount of such Bank’s Bid Loans, in immediately available funds. The Administrative Agent will make such funds available to the deadline Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. (vii) Each Bid Loan shall be evidenced by a promissory note of the Company, substantially in the form of Exhibit E, with appropriate insertions (a “Bid Note”), payable to the order of the applicable Bank and representing the obligation of the Company to pay the unpaid principal amount of all Bid Loans made by such Bank, and to pay interest thereon as prescribed in subsection 2.18(e). Each such Bank is hereby authorized to record the date and amount of each Bid Loan made by such Bank, the maturity date thereof, the date and amount of each payment of principal thereof and the interest rate with respect thereto on the schedule annexed to and constituting part of its Bid Note or in the books and records of such Bank in such manner as is reasonable and customary, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation shall not affect the obligations of the Company hereunder or under any Bid Note. Each Bid Note shall be dated the Closing Date and each Bid Loan evidenced thereby shall bear interest for the period from and including the Borrowing Date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and such interest shall be payable as specified above. Any offer or offers made in, subsection 2.18(e). (c) Within the limits and on the conditions set forth in this subsection 2.18, the Company may from time to time borrow under this subsection 2.18, repay pursuant to paragraph (iid) above not expressly accepted or rejected below, and reborrow under this subsection 2.18. (d) The Company shall repay to the Administrative Agent for the account of each Bank which has made a Bid Loan on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in accordance with this the related Bid Loan Request) the then unpaid principal amount of such Bid Loan. The Company shall not have the right to prepay any principal amount of any Bid Loan without the prior written consent of the applicable Bank then making such Bid Loan. (e) The Company shall pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to the stated maturity date thereof, at the rate of interest for such Bid Loan determined pursuant to paragraph (iiib) shall be deemed to have been rejected by above (calculated on the Company. Determinations basis of a 360 day year for actual days elapsed), payable on the Interest Payment Date specified by the Company of the amount of for such Bid Loans shall be conclusive Loan in the absence of demonstrable errorrelated Bid Loan Request as provided in the Bid Note evidencing such Bid Loan.

Bid Loans. (a) Each Bank severally agrees that the The Company may request one or more Banks to make offers to make Bid Borrowings Loans denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, final Termination Date in the manner set forth belowin this subsection 2.18; provided that, following the making of each Bid Borrowing, that the aggregate Original principal Dollar Amount (determined as of the most recent Revaluation Date) of all Revolving Credit Loans, Swing Line Loans, LOC Obligations and Bid Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such any one time shall not exceed the Total Commitment in effect aggregate amount of the Commitments at such time. Each Bank may, but shall have no obligation to, make such offers, and the Company may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Company may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not later than 10:00 a.m. four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 p.m. one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request). Each Bid Loan Request shall be solicit Bid Quotes for Bid Loans in an aggregate amount not less than principal Dollar Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the final Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank by facsimile transmission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each In the case of a LIBOR Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank may, ifthat elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute LIBOR Rate Bid Loans, a rate plus or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "for each such Bid Rate Margin"), in any case as specified Loan determined by such Bank in its sole discretion, . Any such irrevocable offer shall be made by notifying delivering a Bid Quote to the Administrative Agent (which shall give prompt notice thereof to the Company)Agent, before 9:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four 10:00 a.m. three Business Days before the date of such proposed Bid BorrowingBorrowing Date, in setting forth the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of Bid Loans for each Bid Loan that maturity date which such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts amount may, subject to the proviso to the first sentence of this Section 1.04subsection 2.1(a), exceed such Bank's ’s Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor ) and the maturity date relating theretomargin above or below the Eurodollar Rate at which such Bank is willing to make each such Bid Loan; the Administrative Agent shall advise the Company before 10:30 a.m. three Business Days before the proposed Borrowing Date, provided that if of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify advise the Company of such offer the contents of its Bid Quote before 8:45 A.M. (New York time) on 9:45 a.m. three Business Days before the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Companyproposed Borrowing Date. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in In the case of an Absolute a Fixed Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank that elects, in its sole discretion, to do so, may irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bank in its sole discretion. Any such irrevocable offer shall be made by delivering a Bid Quote to the Administrative Agent, before 9:30 a.m. on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each maturity date which such Bank would be willing to make (which amount may, subject to subsection 2.1(a), exceed such Bank’s Commitment) and the rate or rates of interest therefor; the Administrative Agent shall advise the Company before 10:00 a.m. on the proposed Borrowing Date of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Bid Quote before 9:15 a.m. on the proposed Borrowing Date. (Biv) The Company shall before 11:30 a.m. three Business Days before the date of such proposed Bid Borrowing, Borrowing Date in the case of a Eurodollar LIBOR Bid Loan Request and before10:30 a.m. on the proposed Borrowing Date in the case of a Fixed Rate Bid Loan Request either, in its absolute discretion: (A) cancel such Bid Borrowing Loan Request by giving the Administrative Agent telephone notice to that effect,, or (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph clause (ii) or clause (iii) above, in its sole discretion, subject only to as the provisions of this paragraph (iii)case may be, by giving telephone notice (immediately confirmed by execution and facsimile transmission of a Bid Loan Confirmation) to the Administrative Agent of the amount of Bid Loans to be made by each Bid Loan Bank (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company amount offered by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid BorrowingBank, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed in an amount equal to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate $5,000,000 or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 in excess thereof); provided that the Company may not accept offers for Bid Loans in an aggregate principal amount in excess of the maximum principal amount requested in the related Bid Loan Request. (v) If the Company notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to clause (iv)(A) above, the Administrative Agent shall give prompt telephone notice thereof to the Banks, and the Bid Loans requested thereby shall not be made. (vi) If the Company accepts one or more of the offers made by any Bank or Banks pursuant to clause (iv)(B) above, the Administrative Agent shall as promptly as practicable following receipt of the Company’s acceptance, three Business Days before the proposed Borrowing Date in the case of a LIBOR Bid Loan Request and on the proposed Borrowing Date in the case of a Fixed Rate Bid Loan Request, notify each Bank which has made such an offer of the aggregate amount of such Bid Loans to be made on such Borrowing Date for each maturity date and of the acceptance of any offers accepted for each maturity date to make such Bid Loans made by such Bank. Each Bank that is to make a Bid Loan shall, before 12:00 noon on the Company is equal to at least $5,000,000Borrowing Date specified in the Bid Loan Request applicable thereto, or (C) reject any or all of such offers either directly by written or telephonic notice make available to the Administrative Agent or indirectly by taking no action prior at its office set forth in subsection 9.2 the amount of such Bank’s Bid Loans, in immediately available funds. The Administrative Agent will make such funds available to the deadline Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. (vii) Each Bid Loan shall, if requested by the applicable Bank, be evidenced by a promissory note of the Company, substantially in the form of Exhibit E, with appropriate insertions (a “Bid Note”), payable to the order of the applicable Bank and representing the obligation of the Company to pay the unpaid principal amount of all Bid Loans made by such Bank, and to pay interest thereon as prescribed in subsection 2.18(e). Each such Bank is hereby authorized to record the date and amount of each Bid Loan made by such Bank, the maturity date thereof, the date and amount of each payment of principal thereof and the interest rate with respect thereto on the schedule annexed to and constituting part of its Bid Note or in the books and records of such Bank in such manner as is reasonable and customary, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure to make any such recordation shall not affect the obligations of the Company hereunder or under any Bid Note. Each Bid Note shall be dated the Closing Date and each Bid Loan evidenced thereby shall bear interest for the period from and including the Borrowing Date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and such interest shall be payable as specified above. Any offer or offers made in, subsection 2.18(e). (c) Within the limits and on the conditions set forth in this subsection 2.18, the Company may from time to time borrow under this subsection 2.18, repay pursuant to paragraph subsection 2.18(d) and reborrow under this subsection 2.18. (iid) above not expressly accepted or rejected The Company shall repay to the Administrative Agent for the account of each Bank that has made a Bid Loan on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in accordance with this paragraph the related Bid Loan Request) the then unpaid principal amount of such Bid Loan. The Company shall not have the right to prepay any principal amount of any Bid Loan without the prior written consent of the applicable Bank then making such Bid Loan. (iiie) The Company shall be deemed pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to have been rejected by the Company. Determinations stated maturity date thereof, at the rate of interest for such Bid Loan determined pursuant to subsection 2.18(b) (calculated on the basis of a 360-day year for actual days elapsed), payable on the Interest Payment Date specified by the Company of the amount of for such Bid Loans shall be conclusive Loan in the absence of demonstrable errorrelated Bid Loan Request as provided in the Bid Note evidencing such Bid Loan.

Bid Loans. (a) Each Bank severally agrees that the Company The Borrower or any Subsidiary Borrower may request one or more Lenders to make offers to make Bid Borrowings denominated Loans in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made any Optional Currency from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, Termination Date in the manner set forth below; in this subsection 2.5, provided that, following after giving effect to the making of each such Bid BorrowingLoans, the aggregate Original Dollar Amount Aggregate Outstanding Extensions of all Loans outstanding hereunder plus Credit will not exceed the aggregate amount of all Letter of the Revolving Credit Outstandings Commitments at such time shall and provided further, in the case of Bid Loans in Optional Currencies, (i) the Aggregate Outstanding Extensions of Credit in Optional Currencies excluding Sterling will not exceed the Total Commitment Optional Currency Equivalent of $50,000,000 and (ii) the Aggregate Outstanding Extensions of Credit in effect at Optional Currencies including Sterling will not exceed the Optional Currency Equivalent of $250,000,000. Each Lender may, but shall have no obligation to, make such offers, and the Borrower or any Subsidiary Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Borrower or any Subsidiary Borrower may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, (1) in the case of Bid Loan Requests in Dollars, not later than 10:00 A.M. (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 P.M. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request), (2) in the case of LIBOR Bid Loan Requests in Optional Currencies, not later than 11:00 A.M. (London time) three Business Days prior to the proposed Borrowing Date (in the case of such Bid Loan Request other than for Bid Loans in Sterling) and (3) not later than 11:00 A.M. (London time) two Business Days prior to the proposed Borrowing Date (in the case of a Bid Loan Request in Sterling). Each Bid Borrowing Loan Request shall be solicit Bid Quotes for Bid Loans in an a minimum aggregate principal amount not less than of $5,000,000 5,000,000, or the Optional Currency Equivalent thereof, or an integral multiple of $1,000,000 1,000,000, or the Optional Currency Equivalent thereof, in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank Lender by facsimile transmission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each Bank mayIn the case of a LIBOR Bid Loan Request, ifupon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Lender that elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute LIBOR Rate Bid Loans, a rate plus or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "for each such Bid Rate Margin"), in any case as specified Loan determined by such Bank Lender in its sole discretion, . Any such irrevocable offer shall be made by notifying delivering a Bid Quote to the Administrative Agent Agent, (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time1) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each LIBOR Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent Request in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turnDollars, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iii) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive in the absence of demonstrable error.9:30 A.M.

Bid Loans. (a) Each Bank severally agrees that the The Company may request Bid Borrowings denominated in Dollars comprised of either Absolute Rate one or more Banks to make --------- offers to make Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one day seven days prior to the Final Maturity Date, Termination Date in the manner set forth below; in this subsection 2.18, provided that, following the making of each Bid Borrowing, that the aggregate Original Dollar Amount of all Loans outstanding hereunder plus the aggregate -------- principal amount of all Letter of Revolving Credit Outstandings Loans and Bid Loans outstanding at such any one time shall not exceed the Total Commitment in effect aggregate amount of the Commitments at such time. Each Bank may, but shall have no obligation to, make such offers, and the Company may, but shall have no obligation to, accept any such offers in the manner set forth herein. (i) The Company may request Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not later than 10:00 A.M. (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a LIBOR Bid Loan Request), and not later than 3:00 P.M. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Bid Loan Request). Each Bid Loan Request shall be solicit Bid Quotes for Bid Loans in an aggregate principal amount not less than of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date thereof and aggregate amount of the proposed Bid Borrowing, whether for not more than four alternative maturity dates for such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, none of which shall be earlier than seven days from the maturity date for repayment of each Bid Loan to be made as part of such Bid respective requested Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three Date or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case earlier of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of (1) 180 days from the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, respective requested Borrowing Date in the case of a Eurodollar Fixed Rate Bid LoanLoan Request and (2) 6 months from the respective requested Borrowing Date in the case of a LIBOR Bid Loan Request and (B) the Termination Date. The Company Bid Loan Requests may request Bid Borrowings for be submitted no more frequently than one maturity date in a single Notice once during any period of Bid Borrowingthree successive Business Days. The Administrative Agent shall in turn promptly notify each Bank by facsimile trans mission of the contents of each request for a Bid Borrowing Loan Request received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowingit. (ii) Each In the case of a LIBOR Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank may, ifthat elects, in its sole discretion, it elects to do so, may irrevocably offer to make one or more Bid Loans to at the Company as part of such proposed Bid Borrowing at, in the case of Absolute LIBOR Rate Bid Loans, a rate plus or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, minus a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "for each such Bid Rate Margin"), in any case as specified Loan determined by such Bank in its sole discretion, . Any such irrevocable offer shall be made by notifying delivering a Bid Quote to the Administrative Agent (which shall give prompt notice thereof to the Company)Agent, before 9:00 A.M. 10:00 a.m. (New York City time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four three Business Days before the date of such proposed Bid BorrowingBorrowing Date, in setting forth the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of Bid Loans for each Bid Loan that maturity date which such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts amount may, subject to the proviso to the first sentence of this Section 1.04subsection 2.1(a), exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor ) and the maturity date relating theretomargin above or below the LIBOR Rate at which such Bank is willing to make each such Bid Loan; the Administrative Agent shall advise the Company before 10:30 a.m. (New York City time) three Business Days before the proposed Borrowing Date, provided that if of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify advise the Company of such offer the contents of its Bid Quote before 8:45 A.M. 9:45 a.m. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date proposed Borrowing Date. (iii) In the case of a Fixed Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bank that elects, in its sole discretion, to do so, may irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bank in its sole discretion. Any such irrevocable offer shall be made by delivering a Bid Quote to the Administrative Agent, before 9:30 a.m. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid BorrowingLoans for each maturity date which such Bank would be willing to make (which amount may, subject to subsection 2.1(a), exceed such Bank's Commitment) and the rate or rates of interest therefor; the Administrative Agent shall advise the Company before 10:00 a.m. (New York City time) on the proposed Borrowing Date of the contents of each such Bid Quote received by it. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Bid Quote before 9:15 a.m. (New York City time) on the proposed Borrowing Date. (iv) The Company shall before 11:30 a.m. (New York City time) three Business Days before the proposed Borrowing Date in the case of a Eurodollar LIBOR Bid Loan Request and before 10:30 a.m. (New York City time) on the proposed Borrowing Date in the case of a Fixed Rate Bid Loan Request either, in its absolute discretion: (A) cancel such Bid Borrowing Loan Request by giving the Administrative Agent telephone notice to that effect,, or (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph clause (ii) or clause (iii) above, in its sole discretion, subject only to as the provisions of this paragraph (iii)case may be, by giving telephone notice (immediately confirmed by execution and facsimile transmission of a Bid Loan Confirmation) to the Administrative Agent of the amount of Bid Loans to be made by each Bid Loan Bank (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amountamount requested to be made, but in no event less than $5,000,000, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan Loans pursuant to paragraph clause (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph or clause (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (iiiii) above, at any Absolute Rate or Bid Rate Margin, as the case may be), if provided that the Company shall have, or shall be deemed to have, rejected any other offer with may not accept offers for Bid Loans in an aggregate -------- principal amount in excess of the same maturity date made maximum principal amount requested in the related Bid Loan Request. (v) If the Company notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to paragraph clause (iiiv)(A) above, at a lower Absolute Rate or the Administrative Agent shall give prompt telephone notice thereof to the Banks, and the Bid Rate Margin, as the case may be, Loans requested thereby shall not be made. (yvi) if If the Company declines to accept, accepts one or is otherwise restricted more of the offers made by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate any Bank or Bid Rate Margin, as the case may be, with the same maturity date Banks pursuant to paragraph clause (iiiv)(B) above, then the Company Administrative Agent shall accept a pro rata portion as promptly as practicable following receipt of each offer made at such Absolute Rate or Bid Rate Marginthe Company's acceptance, as three Business Days before the proposed Borrowing Date in the case may be, with the same maturity date, based as nearly as possible of a LIBOR Bid Loan Request and on the ratio proposed Borrowing Date in the case of the aggregate principal amount a Fixed Rate Bid Loan Request, notify each Bank which has made such an offer, of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such Bid Loans to be made on such Borrowing Date for each maturity date and of the acceptance of any offers accepted for each maturity date to make such Bid Loans made by such Bank. Each Bank which is to make a Bid Loan shall, before 12:00 noon (New York City time) on the Company is equal to at least $5,000,000Borrowing Date specified in the Bid Loan Request applicable thereto, or (C) reject any or all of such offers either directly by written or telephonic notice make available to the Administrative Agent or indirectly by taking no action prior at its office set forth in subsection 9.2 the amount of such Bank's Bid Loans, in immediately available funds. The Administrative Agent will make such funds available to the deadline Company as soon as practicable on such date at the Administrative Agent's aforesaid address. (vii) Each Bid Loan shall be evidenced by a promissory note of the Company, substantially in the form of Exhibit E, with appropriate insertions (a "Bid Note"), payable to the order of the applicable Bank and representing the -------- obligation of the Company to pay the unpaid principal amount of all Bid Loans made by such Bank, and to pay interest thereon as prescribed in subsection 2.18(e). Each such Bank is hereby authorized to record the date and amount of each Bid Loan made by such Bank, the maturity date thereof, the date and amount of each payment of principal thereof and the interest rate with respect thereto on the schedule annexed to and constituting part of its Bid Note or in the books and records of such Bank in such manner as is reasonable and customary, and any such recordation shall constitute prima facie evidence of the accuracy of the ----- ----- information so recorded, provided that the failure to make any such recordation -------- shall not affect the obligations of the Company hereunder or under any Bid Note. Each Bid Note shall be dated the Closing Date and each Bid Loan evidenced thereby shall bear interest for the period from and including the Borrowing Date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and such interest shall be payable as specified above. Any offer or offers made in, subsection 2.18(e). (c) Within the limits and on the conditions set forth in this subsection 2.18, the Company may from time to time borrow under this subsection 2.18, repay pursuant to paragraph (iid) above not expressly accepted or rejected below, and reborrow under this subsection 2.18. (d) The Company shall repay to the Administrative Agent for the account of each Bank which has made a Bid Loan on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in accordance with this the related Bid Loan Request) the then unpaid principal amount of such Bid Loan. The Company shall not have the right to prepay any principal amount of any Bid Loan without the prior written consent of the applicable Bank then making such Bid Loan. (e) The Company shall pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to the stated maturity date thereof, at the rate of interest for such Bid Loan determined pursuant to paragraph (iiib) shall be deemed to have been rejected by above (calculated on the Company. Determinations basis of a 360 day year for actual days elapsed), payable on the Interest Payment Date specified by the Company of the amount of for such Bid Loans shall be conclusive Loan in the absence of demonstrable errorrelated Bid Loan Request as provided in the Bid Note evidencing such Bid Loan.

Bid Loans. (ai) Each Bank severally agrees that When Borrower desires to effect a Borrowing (or Borrowings) consisting of one or more Bid Loans, but not more often than twice in any calendar month, Borrower shall notify Administrative Agent by telephone, followed promptly by facsimile of a Competitive Bid Request in the Company may request Bid Borrowings denominated in Dollars comprised form of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 Exhibit C (to be made from time to time on any Business Day during received no later than 10:00 a.m., San Francisco time, (x) in the period from the Effective Date until the date occurring one day case of a LIBOR Auction, four Banking Days prior to the Final Maturity Datedate of the proposed Borrowing(s), or (y) in the manner set forth below; provided thatcase of an Absolute Rate Auction, following two Banking Days prior to the making date of each Bid Borrowingthe proposed Borrowing(s)), specifying (among the aggregate Original Dollar Amount other information required by Exhibit C): (A) the date of all Loans outstanding hereunder plus such Borrowing(s), which shall be a Banking Day; (B) the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing Borrowing(s), which shall be in an aggregate amount not less than (subject to the limitations set forth in other provisions of the Loan Documents) equal to $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof.; (iC) The Company may request a Bid Borrowing by delivering to whether the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan requested Borrowing(s) is/are to be made as part either (1) one or more LIBOR Bid Loans or (2) one or more Absolute Rate Bid Loans; and (D) the duration of such the requested Bid Borrowing Loan Rate Period (which maturity date subject to the limitations that Borrower may request no more than three Bid Loan Rate Periods in any single Competitive Bid Request and that each Bid Loan Rate Period must relate to at least $5,000,000 in principal) and, if more than one Bid Loan Rate Period is requested, the requested principal amount of the related Borrowing. Borrower's right to request Competitive Bids for LIBOR Bid Loans, and each Bank's or Designated Bid Lender's obligation to fund any LIBOR Bid Loan pursuant to any Competitive Bid accepted by Borrower, shall be subject in all respects to the provisions of Section 2.2(d) of Exhibit A to the Note, applied as if each reference therein to the "LIBOR Alternative" referred as well to LIBOR Bid Loans. (ii) Upon receipt of a Competitive Bid Request, Administrative Agent shall promptly send a copy thereof to each of the Banks by facsimile, attaching thereto notice of the date occurring between one and 180 days after time by which responses must be received in order to be considered by Borrower. The Competitive Bid Request shall not constitute an offer by Borrower, but merely an invitation to the date Banks to submit Competitive Bids with respect to the requested Borrowing(s). (iii) (A) Each Bank may, in its discretion, submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Competitive Bid Request. Each Competitive Bid must comply with the provisions of such Bid Borrowingthis Section 1.3(b)(iii) and must be submitted to Administrative Agent (or, in the case of Absolute Rate a Competitive Bid Loansbeing submitted by Administrative Agent in its capacity as a Bank, and oneto Borrower), twoby facsimile, three or six months after the date of such Bid Borrowingno later than 9:00 a.m. (or, in the case of Eurodollar Rate a Competitive Bid Loansby Administrative Agent, and in any case no later than the Final Maturity Date8:45 a.m.), the interest payment date or dates relating thereto San Francisco time, (which shall occur at least every 3 months, 1) in the case of Eurodollar Rate Bid Loansa LIBOR Auction, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business three Banking Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute Rate") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate Margin"Borrowing(s), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent or (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time2) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid BorrowingAuction, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such the proposed Borrowing(s). Each Competitive Bid Borrowing, in the case of an Absolute Rate Bid Loan and so submitted (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice Section 2.2(d) of Exhibit A to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount Note, as described above, and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf satisfaction of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company all conditions precedent to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iiirequested Advance) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive irrevocable, unless Borrower otherwise agrees in the absence of demonstrable errorwriting.

Bid Loans. (a) Each Bank severally agrees that the Company may request Bid Borrowings denominated in Dollars comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid Loans under this Section 1.04 to be made from time to time on any Business Day during the period from the Effective Date until the date occurring one day prior to the Final Maturity Date, in the manner set forth below; provided PROVIDED that, following the making of each Bid Borrowing, the aggregate Original Dollar Amount of all Loans outstanding hereunder plus the aggregate amount of all Letter of Credit Outstandings at such time shall not exceed the Total Commitment in effect at such time. Each Bid Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (i) The Company may request a Bid Borrowing by delivering to the Administrative Agent by telecopier or telex, a notice of a Bid Borrowing (a "Notice of Bid BorrowingNOTICE OF BID BORROWING"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, whether such Bid Borrowing is to consist of Absolute Rate Bid Loans or Eurodollar Rate Bid Loans, the maturity date for repayment of each Bid Loan to be made as part of such Bid Borrowing (which maturity date may be the date occurring between one and 180 days after the date of such Bid Borrowing, in the case of Absolute Rate Bid Loans, and one, two, three or six months after the date of such Bid Borrowing, in the case of Eurodollar Rate Bid Loans, and in any case no later than the Final Maturity Date), the interest payment date or dates relating thereto (which shall occur at least every 3 months, in the case of Eurodollar Rate Bid Loans, and at least every 90 days, in the case of Absolute Rate Bid Loans), and any other terms to be applicable to such Bid Borrowing, not later than 9:00 A.M. (New York time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) at least five Business Days prior to the date of the proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan. The Company may request Bid Borrowings for more than one maturity date in a single Notice of Bid Borrowing. The Administrative Agent shall in turn promptly notify each Bank of each request for a Bid Borrowing received by it from the Company by sending such Bank a copy of the related Notice of Bid Borrowing. (ii) Each Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Loans to the Company as part of such proposed Bid Borrowing at, in the case of Absolute Rate Bid Loans, a rate or rates of interest (an "Absolute RateABSOLUTE RATE") or, in the case of Eurodollar Rate Bid Loans, a margin (expressed as a percentage) above or below the applicable Eurocurrency Rate (a "Bid Rate MarginBID RATE MARGIN"), in any case as specified by such Bank in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Company), before 9:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) four Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan, of the minimum amount (which must be at least $5,000,000) and maximum amount of each Bid Loan that such Bank would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 1.04, exceed such Bank's Commitment), the Absolute Rates or Bid Rate Margins, as the case may be, therefor and the maturity date relating thereto, provided PROVIDED that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 8:45 A.M. (New York time) on the date on which notice of such election is to be given to the Administrative Agent by the other Banks. Subject to Sections 5 and 9, any offer so made shall not be revocable except with the written consent of the Administrative Agent given on the instructions of the Company. (iii) The Company may, in turn, before 10:00 A.M. (New York time) (A) on the date of such proposed Bid Borrowing, in the case of an Absolute Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Eurodollar Rate Bid Loan either (A) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, (B) irrevocably accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, subject only to the provisions of this paragraph (iii), by giving notice to the Administrative Agent of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Bank for such Bid Loan pursuant to paragraph (ii) above) to be made by each Bank as part of such Bid Borrowing, and reject any remaining offers with the same maturity date made by Banks pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; providedPROVIDED, howeverHOWEVER, that (x) the Company shall not accept an offer made pursuant to paragraph (ii) above, at any Absolute Rate or Bid Rate Margin, as the case may be, if the Company shall have, or shall be deemed to have, rejected any other offer with the same maturity date made pursuant to paragraph (ii) above, at a lower Absolute Rate or Bid Rate Margin, as the case may be, (y) if the Company declines to accept, or is otherwise restricted by the provisions of this Agreement from accepting, the maximum aggregate principal amount of Bid Borrowings offered at the same Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date pursuant to paragraph (ii) above, then the Company shall accept a pro rata PRO RATA portion of each offer made at such Absolute Rate or Bid Rate Margin, as the case may be, with the same maturity date, based as nearly as possible on the ratio of the aggregate principal amount of such offers to be accepted by the Company to the maximum aggregate principal amount of such offers made pursuant to paragraph (ii) above (rounding up or down to the next higher or lower multiple of $1,000,000), and (z) no offer made pursuant to paragraph (ii) above shall be accepted unless the Bid Borrowing in respect of such offer is in an integral multiple of $1,000,000 and the aggregate amount of such offers accepted by the Company is equal to at least $5,000,000, or (C) reject any or all of such offers either directly by written or telephonic notice to the Administrative Agent or indirectly by taking no action prior to the deadline specified above. Any offer or offers made pursuant to paragraph (ii) above not expressly accepted or rejected by the Company in accordance with this paragraph (iii) shall be deemed to have been rejected by the Company. Determinations by the Company of the amount of Bid Loans shall be conclusive in the absence of demonstrable error. (iv) If the Company notifies the Administrative Agent that such Bid Borrowing is canceled pursuant to clause (A) of paragraph (iii) above, the Administrative Agent shall give prompt notice thereof to the Banks and such Bid Borrowing shall not be made. (v) If the Company accepts one or more of the offers made by any Bank or Banks pursuant to clause (B) of paragraph (iii) above, the Administrative Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above of the date and aggregate amount of such Bid Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by the Company and (B) each Bank that is to make a Bid Loan as part of such Bid Borrowing of the amount of each Bid Loan to be made by such Bank as part of such Bid Borrowing. Each Bank that is to make a Bid Loan as part of such Bid Borrowing shall, before 12:00 Noon (New York time) on the date of such Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence, make available to the Administrative Agent at the Administrative Agent's Payment Office such Bank's portion of such Bid Borrowing, in same day funds. Unless the Administrative Agent determines that any applicable condition set forth in Section 5 has not been satisfied, the Administrative Agent will make available to the Company at the Administrative Agent's Payment Office the aggregate of the amounts so made available by the Banks prior to 1:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time). (vi) The acceptance by the Company of any offer made by any Bank pursuant to paragraph (iii) (B) above shall be irrevocable and binding on the Company. (b) Within the limits and on the conditions set forth in this Section 1.04 (including, without limitation, the condition set forth in the proviso to the first sentence of subsection (a) above), the Company may from time to time borrow under this Section 1.04, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 1.04. (c) The Company shall repay to the Administrative Agent for the account of each Bank that has made a Bid Loan, or each other holder of a Bid Note, on the maturity date of each Bid Loan (such maturity date being that specified by the Company for repayment of such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Bid Note, if any, evidencing such Bid Loan), the then unpaid principal amount of such Bid Loan. The Company shall have no right to prepay any principal amount of any Bid Loan unless, and then only on the terms, specified by the Company for such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above. (d) The Company shall pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan to (but not including) the date the principal amount of such Bid Loan is repaid in full, at a rate per annum equal to, in the case of an Absolute Rate Bid Loan, the Absolute Rate quoted by the Bank making such Bid Loan and, in the case of a Eurodollar Rate Bid Loan, the sum of the applicable Eurocurrency Rate determined for such Bid Loan plus (or minus) the Bid Rate Margin quoted by the Bank making such Bid Loan, payable in arrears on the interest payment date or dates specified by the Company for such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above.