Common use of Competitive Advances Clause in Contracts

Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender may in its sole and absolute discretion make Competitive Advances to Borrowers in such principal amounts as Borrowers may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments, and (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Commitments. (b) Borrowers shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrowers, which hereby agree to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance. (c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000. (d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 days or more than 360 days, or with a maturity date subsequent to the Termination Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Lender of the Competitive Bid Request. (f) Each Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agent.

Competitive Advances. (a) For so long as the Parent maintains In addition to Contractual Advances and Swingline Advances, a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers Borrower may request and each Lender may in its sole and absolute discretion make the Funding Agent to obtain Competitive Bids under this Section for Competitive Advances (to Borrowers be made in Dollars or any Alternative Currency as such principal amounts as Borrowers may request Borrower elects pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments, and (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the CommitmentsSection 2.03(b)). (b) Borrowers shall In order to request Competitive Advances Bids, a Borrower shall deliver, by submitting hand, telex or facsimile, to the Funding Agent a duly completed Competitive Bid Request in substantially the form of Exhibit B-4 hereto, to be received by the Funding Agent: (i) at its Chicago Office not later than 10:00 a.m. (Chicago time) (x) five Business Days before a proposed Competitive Borrowing, which in the case of LIBOR Competitive Advances in an Alternative Currency, (y) four Business Days before a proposed Competitive Borrowing, in the case of LIBOR Competitive Advances in Dollars and (z) one Business Day before a proposed Competitive Borrowing, in the case of Fixed Rate Competitive Advances in Dollars, or (ii) at its London Office, not later than 10:00 a.m. (London time) one Business Day before a proposed Competitive Borrowing in the case of Fixed Rate Competitive Advances in an Alternative Currency. A Competitive Bid Request that does not conform substantially to the format of Exhibit B-4 shall specify be rejected, and the relevant date, amount and maturity for Funding Agent shall promptly notify the proposed Competitive AdvanceBorrower of such rejection by telex or facsimile. Each Such request shall in each case refer to this Agreement and specify (w) whether the Advances then being requested are to be for an advance on LIBOR Competitive Advances or Fixed Rate Competitive Advances, (x) the basis date of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods such Advances (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date which shall be a Business Day), (y) the proposed currency and aggregate principal amount thereof (which shall be an integral multiple of 1,000,000 units of the relevant currency and shall not be less than $25,000,000 in Dollar Amount), and (z) the Interest Period with respect thereto (which may not end after the Termination Date). The Agent shall incur no liability whatsoever hereunder in acting upon any Promptly after its receipt of a Competitive Bid Request purportedly made that is not rejected as aforesaid, the Funding Agent shall invite by a Responsible Officer telex or facsimile (substantially in the form set forth in Exhibit C hereto) the Lenders to bid, on the terms and conditions of Borrowersthis Agreement, which hereby agree to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The make Competitive Advances pursuant to such Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive AdvanceRequest. (c) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Funding Agent in response to a Borrower's Competitive Bid Request Request. Each Competitive Bid by a Lender must be made for received by the Funding Agent via telex or facsimile, substantially in the form of Exhibit D hereto: (i) at its Chicago Office, (x) not later than 9:30 a.m. (Chicago time) four Business Days before a proposed Competitive Advance Borrowing, in the case of LIBOR Competitive Advances in an Alternative Currency, (y) not later than 9:30 a.m. (Chicago time) three Business Days before a proposed Competitive Borrowing, in the case of LIBOR Competitive Advances in Dollars, and (z) not later than 9:15 a.m. (Chicago time) on the date of a proposed Competitive Borrowing, in the case of Fixed Rate Competitive Advances in Dollars, or (ii) at least $3,000,000 its London Office, not later than 9:15 a.m. (London time) on the date of a proposed Competitive Borrowing, in the case of Fixed Rate Competitive Advances in an Alternative Currency. Competitive Bids that do not conform substantially to the format of Exhibit D may be rejected by the Funding Agent after conferring with, and upon the instruction of, the relevant Borrower, and the Funding Agent shall notify the Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the maximum principal amount (in the relevant currency) (which shall be in an integral multiple of 1,000,000 units of the relevant currency, shall not be less than $1,000,0005,000,000 in Dollar Amount and may be equal to the entire amount of the Competitive Borrowing requested by the Borrower) of the Competitive Advance that the Lender is willing to make to the Borrower and (y) the Competitive Bid Rate at which the Lender is prepared to make such Competitive Advance. A Competitive Bid submitted by a Lender pursuant to this subsection (c) shall be irrevocable. (d) No The Funding Agent shall promptly notify the Borrower by telex or facsimile of all the Competitive Bids made, the Competitive Bid Request shall be made for Rate and the maximum principal amount of each Competitive Advance in respect of which a Competitive Advance with Bid was made and the identity of the Lender that made each bid. The Funding Agent shall send a maturity copy of less than 7 days or more than 360 days, or with a maturity date subsequent all Competitive Bids to the Termination Date. The Borrowers may request offers to make Competitive Advances Borrower for up to six (6) Interest Periods its records as soon as practicable after completion of the bidding process set forth in a single Competitive Bid Requestthis Section 2.03. (e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Lender of the Competitive Bid Request. (f) Each Lender receiving a Competitive Bid Request may, Borrower may in its sole and absolute discretion, make or not make a Competitive Bid responsive subject only to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes provisions of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon subsection (e), accept or reject any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees referred to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. in subsection (gd) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bidabove. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent Borrower shall notify Borrowers of the names of the Lenders providing Competitive Bids Funding Agent by telex or facsimile whether and to the Agent at what extent it has decided to accept or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the bids referred to in subsection (d) above: (i) at its Chicago Office not later than 10:30 a.m. (Chicago time) (x) four Business Days before a proposed Competitive Bids. If Borrowers Borrowing, in the case of LIBOR Competitive Advances in an Alternative Currency, (y) three Business Days before a proposed Competitive Borrowing, in the case of LIBOR Competitive Advances in Dollars, and (z) on the date of a proposed Competitive Borrowing, in the case of Fixed Rate Competitive Advances in Dollars, or (ii) at its London Office not later than 10:30 a.m.(London time) on the date of a proposed Competitive Borrowing in the case of Fixed Rate Competitive Advances in an Alternative Currency; provided that (v) the failure by the Borrower to give such notice shall be deemed to be a rejection of all bids referred to in subsection (d) above, (w) the Borrower shall not accept any a bid made at a particular Competitive BidBid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (x) if the Borrower shall accept bids made at a particular Competitive Bid Rate but shall decline to borrow, or be restricted by telephone or other conditions hereof from borrowing, the maximum principal amount of Competitive Advances in writing respect of which bids at such Competitive Bid Rate have been made, then the Borrower shall accept a pro rata portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective maximum principal amounts of Competitive Advances for which such bids were made (provided that if any acceptance by telephone shall be confirmed promptly by hand delivery amount so allocated is less than $5,000,000 in Dollar Amount or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may is not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of 1,000,000 units of the relevant currency, the Borrower shall select the Lenders to be allocated such Competitive Advances and shall round allocations up or down to the next amount which is at least $1,000,000. Acceptance by Borrowers 5,000,000 in Dollar Amount and an integral multiple of 1,000,000 units of the relevant currency, as the Borrower shall deem appropriate), (y) no bid shall be accepted for a Competitive Advance unless such Competitive Advance is in a Dollar Amount of at least $5,000,000 and is part of a Competitive Bid must Borrowing in an aggregate Dollar Amount of at least $25,000,000 and (z) no bid shall be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of accepted for a Competitive Bid by Borrowers shall be accomplished by telephonic Advance if, immediately after such Competitive Advance is made, (i) the Total Advances Outstanding would exceed the aggregate amount of the Commitments or written notification thereof to (ii) the Agent Overseas Advances Outstanding would exceed $4,000,000,000. (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowersf) and shall be irrevocable upon such notification. The Funding Agent shall promptly notify the Lenders whether or not their Competitive Bids have been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or facsimile sent by the Funding Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make each Competitive Advance in respect of which its bid has been accepted. (g) A Competitive Borrowing shall not be made within five Business Days of the Lenders whose date of any other Competitive Bid has been accepted by Borrowers by telephone, which notification Borrowing. (h) If the Funding Agent in the capacity of a Lender shall promptly be confirmed in writing delivered in person or by telecopier elect to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of submit a Competitive Bid, it shall submit such bid to the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days Borrower not later than fifteen minutes prior to the date of latest time at which the proposed Competitive Advance, and other Lenders are permitted to submit their bids to the Funding Agent pursuant to Section 2.03(c). (i) Each Borrower shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A pay to each Lender whose Competitive Bid has been accepted by Borrowers shall make the which makes a Competitive Advance in accordance with to such Borrower under this Section interest on the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the unpaid principal amount of such Competitive Advance not later than 1:00 p.m. from the date of such Competitive Advance to the date the principal amount of such Competitive Advance is repaid in full, payable on each Interest Payment Date for such Competitive Advance and on the date set forth the principal amount of such Competitive Advance is repaid in full, at the rate of interest specified for such Competitive Advance by such Lender; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, payable on demand from time to time, from the date on which such amount is due until such amount is paid in full, at the Default Rate as in effect from time to time. (j) Promptly upon receiving the first Competitive Bid Request for Fixed Rate Competitive Advances in a particular Alternative Currency (or earlier, if requested to do so by a Borrower), the Funding Agent shall determine whether adequate time is provided in this Section for the actions to be taken in connection with Competitive Bids for Fixed Rate Competitive Advances in such Alternative Currency (the "Relevant Type of Competitive Advances") and advise Xerox of such determination. If the Funding Agent advises Xerox that the time or times provided in this Section are adequate for the Relevant Type of Competitive Advances, such time or times shall apply in connection with the Relevant Type of Competitive Advances thereafter. If the Funding Agent advises Xerox that inadequate time is provided in this Section for any such action or actions, the Funding Agent shall not be obligated to take any action in connection with a Competitive Bid Request for the Relevant Type of Competitive Advances until the Funding Agent and Xerox shall have agreed on a different time for such action or actions and the Funding Agent shall have notified the Lenders thereof. Notwithstanding anything to the contrary in the other subsections of this Section, if any such notice is given, the time or times specified by the Funding Agent therein shall apply in connection with the Relevant Type of Competitive Advances thereafter. However, if circumstances change, Xerox and the Funding Agent may agree to change any time or times specified in this Section or in a notice delivered pursuant to this subsection and the new time or times so agreed upon shall apply in connection with Competitive Bid Request. The Requests made after the Lenders have been notified by the Funding Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agentthereof.

Competitive Advances. (a) For so long as the Parent Borrower maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'xan Investment Grade Rating, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Revolving Loan Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrowers Borrower in such principal amounts as Borrowers Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Revolving Loan Commitments (provided that in connection with the purchase of a portfolio of properties having a purchase price of not less than $100,000,000, the aggregate principal amount outstanding under the Competitive Advance Notes may be up to an amount equal to 70% of the aggregate amount of the Revolving Loan Commitments, provided further that such increased limit shall only be available one (1) time each calendar quarter, and the maturity of any such Competitive Advance over an amount equal to 50% of the aggregate amount of the Revolving Loan Commitments shall not exceed thirty (30) days), and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Loan Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Revolving Loan Commitments. (b) Borrowers Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods permitted by Section 2.3(d) (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) ). Any Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of BorrowersBorrower, which hereby agree agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance. (c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000. (d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 days or more than 360 90 days, or with a maturity date subsequent to the Revolving Loan Termination Date. The Borrowers Borrower may request offers to make Competitive Advances for up to six four (6) Interest Periods in a single Competitive Bid Request. (e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Lender of the Competitive Bid Request. (f) Each Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers4), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agent.

Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date through the day that is thirty-one (31) days prior to but excluding the Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrowers a Borrower pursuant to this Section in such principal amounts as Borrowers the Borrower may request pursuant to a Competitive Bid Request that do not result in Request, provided that, after giving effect to the making of each such -------- Competitive Advance, (i) the aggregate principal amount outstanding under of the Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of and the aggregate amount of Committed Advance Notes shall not exceed the CommitmentsCommitment, and (ii) the aggregate principal amount sum of all Committed Advances then outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter sum of all Competitive Advances then outstanding plus the ---- ---- face amount of all Letters of Credit Liabilities being then outstanding plus the sum of all ---- unreimbursed drawings under Letters of Credit shall not exceed the Commitment, and (iii) Total Outstandings shall not exceed the Commitment. Any Bank may submit a Competitive Bid in excess an amount greater than, less than or equal to its respective Pro Rata Share of the aggregate Commitment, up to the amount of the CommitmentsCompetitive Bid Request. (b) Borrowers Each Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the AgentAdministrative Agent by telephone or telecopier, to be received by the Administrative Agent not later than 12:00 noon, New York time, one Banking Day prior to the date of the proposed Competitive Advance, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate Advance and shall have a maturity date equal otherwise be completed to one the satisfaction of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Administrative Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrowers, which hereby agree to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance. (c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000. (d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of not less than 7 days or seven (7) nor more than 360 180 days, or with . No Competitive Bid Request may be made for a Competitive Advance which has a maturity date subsequent to which is later than the Termination Banking Day immediately preceding the Maturity Date. The Borrowers may request offers to make . (d) Each Competitive Advances for up to six (6) Interest Periods Bid Request shall be in a single Competitive Bid Requestminimum amount of $2,000,000 and multiples of $1,000,000 in excess thereof. (e) The Agent shall, promptly after Immediately following receipt of a Competitive Bid RequestRequest (or a telephonic request in accordance with Section 2.4(b)), provide the Lenders a copy thereof Administrative Agent -------------- shall notify each Bank by telecopier. Any Lender may, by written telephone or telecopier (the method of notice to shall be at the Administrative Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Lender 's option) of the relevant date, amount and maturity and of the other relevant terms of the requested Competitive Bid RequestAdvance. (f) Each Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make For purposes of this paragraph, a Competitive BidBid shall be deemed responsive if it offers a Competitive Advance which is of an amount which is less than or equal to that specified in the Competitive Bid Request and if it comports in all other respects to the Competitive Bid Request. If the Bank which is then Administrative Agent determines, in its sole discretion, to submit a Competitive Bid with respect to a Competitive Bid Request, it shall submit its Competitive Bid to the Borrower by telecopier not later than 10:15 a.m., New York time, on the Banking Day of the proposed Competitive Advance. Each other Competitive Bid shall be submitted so as to be received by the Administrative Agent via telecopier not later than 10:00 a.m. (or10:45 a.m., in the case of the Lender acting as AgentNew York time, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to of the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted Borrower by Borrowers telephone or telecopier (the method of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers notification shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent be at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Administrative Agent.'s option)

Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender may in its sole and absolute discretion make Competitive Advances to Borrowers each Borrower pursuant to Competitive Bids accepted by that Borrower in such principal amounts as Borrowers that Borrower may request pursuant to a Competitive Bid Request that do not result in the aggregate outstanding principal Indebtedness evidenced by the Competitive Advance Notes being in excess of $200,000,000, provided that giving effect to the making of each Competitive Advance, (ia) the Outstanding Obligations shall not exceed the Commitment at any time, and (b) without the consent of all of the Lenders, the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate Outstanding Obligations of Marina plus the outstanding principal amount of the Commitmentsloans outstanding to Marina under the Short Term Commitment shall not exceed Marina's Aggregate Sublimit at any time, and (iic) without the consent of all of the Lenders, the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate Outstanding Obligations of each Borrower hereafter designated as such pursuant to Section 2.10 PLUS the outstanding principal amount of the Commitmentsloans outstanding to such Borrower under the Short Term Commitment shall not exceed that Borrower's Aggregate Sublimit at any time. No Competitive Advance made by any Lender shall relieve that Lender of its Pro Rata Share of the undrawn Commitment. (b) Borrowers Each Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive Advance. Each request shall be for an advance on , whether the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive requested is an Absolute Rate Bid Requests during such month shall be accompanied by payment of or a nonrefundable $2500 competitive bid request fee for the account of the AgentEurodollar Margin Bid. Any Competitive Advance Bid Request made by telephone shall promptly be confirmed by the delivery to Administrative Agent in person or by telecopier of a LIBOR Loanwritten Competitive Bid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of a Borrower, and each Borrower hereby jointly and severally (but as between Borrowers, which hereby agree ratably) agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Each Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Day that is at least four (4) one Business Day prior -42- to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent five Business Days prior to the date of the proposed Competitive Advance. (c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by a Borrower if any Borrower has, within the immediately preceding five Business Days, submitted another Competitive Bid Request. (d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000. (de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 14 days or more than 360 180 days, or with a maturity date subsequent to the Termination Maturity Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Lenders thereof by telephone and provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Lender of the Competitive Bid Request. (fg) Each Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Lender acting as which is also the Administrative Agent, submitted to the Borrower not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agent.7:15 a.

Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through the Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender may in its sole and absolute discretion make Competitive Advances to Borrowers Borrower in such principal amounts as Borrowers Borrower may request pursuant to a Competitive Bid Request Request, provided that do not result in giving effect to the requested -------- Competitive Advance, the sum of (i) the aggregate outstanding principal amount outstanding under of ------ the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments, and Committed Loans plus (ii) the aggregate Aggregate Effective Amount of all ---- outstanding Letters of Credit, plus (iii) the outstanding principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate ---- amount of the CommitmentsCompetitive Advances shall not exceed the Main Commitment. (b) Borrowers Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for state that a Competitive Bid is requested on the basis of either an advance on absolute, all-in rate (an "All-In Bid") or the basis of a margin over the Adjusted Eurodollar Rate and shall have (a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agent"Eurodollar Bid"). Any Competitive Advance Bid Request made by telephone shall promptly be confirmed by the delivery to Administrative Agent in person or by telecopier of a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any written Competitive Bid Request purportedly made by a Responsible Officer of Borrowers, which hereby agree to indemnify the Agent from any loss, cost, expense or liability as a result of so actingRequest. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 11:00 a.m. on a Business Banking Day that is (i) in the case of each All-In Bid, at least two (2) Banking Days prior, and (ii) in the case of each Eurodollar Bid, at least four (4) Business Banking Days prior prior, to the date of the proposed Competitive Advance. (c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request. (d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000. (de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 14 days or more than 360 180 days, or with a maturity date subsequent to the Termination Maturity Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Lenders thereof by telephone and provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Lender of the Competitive Bid Request. (fg) Each Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 8:00 a.m. (or, California time) (i) in the case of each Absolute Bid on the Lender acting as AgentBusiness Day of the proposed Competitive Advance and (ii) in the case of each Eurodollar Bid, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 8:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date dates shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Any Competitive Bid purportedly made by a Responsible Officer telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lenderwritten Competitive Bid. (gh) Each Competitive Bid shall specify the margin over All-In Bid or the Adjusted Eurodollar Rate Bid as requested in the Competitive Bid Request for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over an All-In Bid or ---------- Eurodollar Bid (as -29- requested in the Adjusted Eurodollar RateCompetitive Bid Request), is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or --------- provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 9:00 a.m. (California time) on the date upon which is two Borrower must accept or reject such Competitive Bid (2) Business Days prior to the requested Competitive Advance as set forth in the related Competitive Bid Request(j) below), and shall expire by its terms at such time unless accepted by Borrowers on or Borrower prior thereto. . (hi) Promptly after 10:00 9:00 a.m. on the date upon which is three (3) Business Days prior to the date of the proposed it receives Competitive AdvanceBids, the Administrative Agent shall notify Borrowers Borrower of the names of the any Lenders providing which have made Competitive Bids to the Agent at or before 10:00 8:00 a.m. (California time) on that date, provided that if the Lender -------- which serves as the Administrative Agent intends to make a Competitive Bid, it shall do so by notifying Borrower prior to 7:45 a.m. on that date (or 9:00 a.m. in date. In each case, the case Administrative Agent shall inform Borrower of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted All-In Bid or Eurodollar Rate Bid (as applicable) set forth by each such Lender in its Competitive Bid. The Administrative Agent shall promptly confirm such notifications in writing delivered in person or by telecopier to Borrower. (ij) Borrowers Borrower may, in their its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: : (ia) Borrowers Borrower must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate interest rates before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rateinterest rate, (iib) if two or more Lenders have submitted a Competitive Bid at the same margininterest rate, then Borrowers Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, Lenders and (iiic) Borrowers Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers Borrower by 12:00 noon, 9:00 a.m. (California time) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and Bid shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. be deemed rejected. (k) A Lender whose Competitive Bid has been accepted by Borrowers Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 11:00 a.m. (California time) on the date set forth in the Competitive Bid Requestof such acceptance. The Administrative Agent shall then promptly make available to the Borrowers the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account Designated Deposit Account. (l) The Administrative Agent shall notify Borrower and the Lenders promptly after any Competitive Advance is made of the Borrowers on the books amounts and maturity of such office Competitive Advances and the identity of the Lenders making such Competitive Advances. (m) The Competitive Advances made by a Lender shall be evidenced by that Lender's Competitive Advance Note. (n) Borrower shall pay to the Administrative Agent a fee with respect to each Competitive Bid Request submitted to the Administrative Agent, in the amounts and at the times set forth in a letter agreement between Borrower and Administrative Agent.

Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through the Termination Maturity Date, and provided that no Default but only so long as the Senior Debt Rating is BBB-/Baa3 or Event of Default shall have occurred and be continuinghigher, Borrowers may request and each Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrowers Borrower in such principal amounts as Borrowers Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments, and $750,000,000 or (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities Outstandings being in excess of the aggregate amount of the Commitmentsthen applicable Commitment. (b) Borrowers Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for state whether a Competitive Bid is requested on the basis of a fixed interest rate (an advance "Absolute Rate Bid") or on the basis of a margin over the Adjusted Eurodollar Base Rate and shall have (a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agent"Eurodollar Margin Bid"). Any Competitive Advance Bid Request made by telephone shall promptly be confirmed by the delivery to Administrative Agent in person or by telecopier of a LIBOR Loanwritten Competitive Bid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of BorrowersBorrower, which hereby agree agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 9:15 a.m. California time on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent at least five (5) Banking Days prior to the date of the proposed Competitive Advance. (c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request. (d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000. (de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 days or more than 360 180 days, or with a maturity date subsequent to the Termination Maturity Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Lenders Banks a copy thereof by telecopier. Any Lender Bank may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Lender Bank of the Competitive Bid Request. (fg) Each Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Lender acting as AgentDomestic Reference Bank, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agent.7:15 a.