Common use of Competitive Bid Borrowings Clause in Contracts

Competitive Bid Borrowings. (a) Whenever the Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Commitment Expiry Date), (iii) the interest payment date or dates relating thereto, (iv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof to the Borrower) before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. (New York time) on the Reply Date. Any Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing. (c) The Borrower shall, in turn, before 11:00 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread Borrowing, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator notice to such effect, or (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the amount of each Competitive 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 Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) if offers are made by two or more Bidder Banks at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of Competitive Bid Loans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to Section 2.01 the Borrower desires Company may, as set forth in this Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Banks to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Banks does not exceed the Total Commitments. Such Banks 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fourth Eurodollar Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute Rate Borrowing, a written notice Eurodollar Auction or (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (iy) the date (which shall be a Domestic Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after Day next preceding the date of such Competitive Bid Borrowing the Loan proposed therein, in the case of a Spread Borrowing Rate Auction (or, in either case, such other time or date as the Company and (B) between 7 the Administrative Agent shall have mutually agreed and 180 days, inclusive, after shall have notified the Banks not later than the date of such the Competitive Bid Borrowing Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective) specifying: (i) the proposed funding date of such Loan, which shall be a Eurodollar Business Day in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third a Eurodollar Auction or a Domestic Business Day preceding in the Commitment Expiry Date)case of a Rate Auction, (ii) the aggregate amount of such Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (iv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Banks by it from facsimile transmission an Invitation for Competitive Bid Quotes, which shall constitute an invitation by the Borrower by telecopying Company to each such Bidder Bank a copy of the related Notice of to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Bank may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest this subsection (which shall d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (third Eurodollar Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Eurodollar Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Banks not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Bank notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Banks. Any Bidder Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank not giving may be accepted, (C) in the Payments Administrator case of a Eurodollar Auction, the notice margin above or below the applicable Eurodollar Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Eurodollar Rate, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Bank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Bank that is in accordance with subsection (d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Bank with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date third Eurodollar Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Eurodollar Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). A telephonic notice hereunder may only be provided by an officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by an officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit E hereto, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator Administrative Agent at the Payments Administrator's OfficeNotice Office (i) in the case of Competitive Bid Loans denominated in Dollars, prior to 11:00 A.M. 12:00 Noon (New York time) and (xii) in the case of Competitive Bid Loans denominated in any other Alternate Currency, prior to 12:00 Noon (London time), in each case at least four three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice substantially in the form of Exhibit B (each, a "“Notice of Competitive Bid Borrowing"”), which such notice shall to specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the aggregate principal amount of the proposed Competitive Bid Borrowing (stated in the relevant Available Currency), which shall not be less than the Minimum Borrowing Amount applicable thereto, (iii) the maturity date (each, a “Competitive Bid Loan Maturity Date”) for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be (A) one, two, three or six months earlier than seven days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, or later than 360 days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Commitment Expiry Maturity Date)), (iiiiv) the interest payment date or dates relating thereto, thereto (iv) whether which shall be at least every three months in the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basiscase of maturities in excess of three months), and (v) any other terms to be applicable to such Competitive Bid BorrowingBorrowing (although all Competitive Bid Borrowings shall be required to be made, and maintained, in an Available Currency). The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank RL Lender of each such request for a Competitive Bid Borrowing received by it from the a Borrower by telecopying transmitting (by way of facsimile) to each such Bidder Bank RL Lender a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank RL Lender shall, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the respective Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder RL Lender in its sole discretion and determined by such Bank Bidder RL Lender independently of each other BankBidder RL Lender, by notifying the Payments Administrator Administrative Agent in writing (which notice shall give prompt notice thereof be promptly distributed to the respective Borrower, provided that the Administrative Agent shall not be liable to any Bidder RL Lender or to the respective Borrower for failure to distribute any such notice to the respective Borrower unless such failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by a court of competent jurisdiction)), before (i) before in the case of Competitive Bid Loans denominated in Dollars, 10:00 A.M. (New York time) and (ii) in the case of Competitive Bid Loans denominated in any other Alternate Currency, prior to 10:00 A.M. (London time), in each case on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount amount, if any, and maximum amount of each Competitive Bid Loan which such Bank Bidder RL Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b1.01(d), exceed such Bank's Bidder RL Lender’s Revolving Loan Commitment (and any relevant Alternate Currency Revolving Loan Sub-Commitment)), and the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, therefor; provided that if the Payments Administrator Person then acting as Administrative Agent in its capacity as a Bank Bidder RL Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower in writing of such offer before 9:30 A.M. (New York time) or 9:30 A.M. (London time), as the case may be, on the Reply Date. Any If any Bidder Bank RL Lender shall elect not giving to make such an offer, such Bidder RL Lender shall so notify the Payments Administrator Administrative Agent, before 10:00 A.M. (New York time) or 10:00 A.M. (London time), as the notice specified in case may be, on the preceding sentence Reply Date, and such Bidder RL Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder RL Lender to give such notice shall not cause such Bidder RL Lender to be obligated to, and such Bidder RL Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The respective Borrower shall, in turn, before 11:00 A.M. 12:00 Noon (New York time) or 12:00 Noon (x) London time), as the case may be, on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i1) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice (in writing or by telephone promptly confirmed in writing) to such that effect, ; or (ii2) accept one or more of the offers made by any Bidder Bank RL Lender or Banks Bidder RL Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, if any, and equal to or less than the maximum amount, notified to the respective Borrower by the Payments Administrator Administrative Agent on behalf of each such Bidder Bank RL Lender for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder RL Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) offered; provided further, however, if offers are made by two or more Bidder Banks RL Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the respective Borrower, the respective Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum amounts, if any, and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the respective Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the respective Borrower notifies the Payments Administrator Administrative Agent that such Competitive Bid Borrowing is cancelledcanceled pursuant to clause (c)(1) above, the Payments Administrator Administrative Agent shall give prompt written notice thereof to the Bidder Banks RL Lenders and such Competitive Bid Borrowing shall not be made. (e) If the respective Borrower accepts one or more of the offers made by any Bidder Bank RL Lender or BanksBidder RL Lenders pursuant to clause (c)(2) above, the Payments Administrator Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder Bank RL Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing (stated in the relevant Available Currency) and whether or not any offer or offers made by such Bidder Bank RL Lender pursuant to clause (b) above have been accepted by the respective Borrower and (y) each Bidder Bank RL Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder BankRL Lender as part of such Competitive Bid Borrowing (stated in the relevant Available Currency). (f) On the last Business Day of each calendar quarter, the Payments Administrator Administrative Agent shall notify the Banks respective Borrower and the RL Lenders of the aggregate principal amount of Competitive Bid Loans outstanding to the respective Borrower at such time.

Competitive Bid Borrowings. (a) Whenever the Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, Borrowing in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Commitment Expiry Final Maturity Date), (iii) the interest payment date or dates relating thereto, (iv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof to the Borrower) before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to Section 1.01(b1.01(D), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. (New York time) on the Reply Date. Any Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing. (c) The Borrower shall, in turn, before 11:00 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread Borrowing, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator notice to such effect, or (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the amount of each Competitive 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 Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) if offers are made by two or more Bidder Banks at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of Competitive Bid Loans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever the Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator Administrative Agent at the Payments AdministratorAdministrative Agent's Office, prior to 11:00 A.M. (New York time) (x) at least four three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice (each, a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be (A) one, two, three or six months earlier than 14 days after the date of such Competitive Bid Borrowing in or later than the case earlier to occur of a Spread Borrowing and (Bx) between 7 and 180 days, inclusive, days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than and (y) the third Business Day preceding the Commitment Expiry Facility Maturity Date), (iii) the interest payment date or dates relating thereto, thereto and (iv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Lender in its sole discretion and determined by such Bank Lender independently of each other BankLender, by notifying the Payments Administrator Administrative Agent (which shall give prompt notice thereof to the Borrower) before 10:00 11:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b1.01(D), exceed such BankLender's Commitment), the rate or rates of interest therefor and such BankLender's lending office with respect to such Competitive Bid Loan; provided, provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. (New York time) on the Reply Date. Any Bidder Bank not giving the Payments Administrator Administrative Agent the notice specified in the preceding sentence shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing. (c) The Borrower shall, in turn, before 11:00 A.M. 12:00 Noon (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice to such effect, or (ii) accept one or more of the offers made by any Bidder Bank or Banks Bidders by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive 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 Borrower by the Payments Administrator Administrative Agent on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidders by giving the Payments Administrator Administrative Agent notice to that effect; provided, provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) if offers are made by two or more Bidder Banks Bidders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion; provided further, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator Administrative Agent that such Competitive Bid Borrowing is cancelledcanceled, the Payments Administrator Administrative Agent shall give prompt notice thereof to the Bidder Banks Bidders and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or BanksBidders, the Payments Administrator Administrative Agent shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder BankBidder. (f) On the last Business Day of each calendar quarter, the Payments Administrator Administrative Agent shall notify the Banks Lenders of the aggregate principal amount of Competitive Bid Loans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator Administrative Agent at the Payments Administrator's Office, Notice Office prior to 11:00 A.M. (New York time) (x) ), at least four three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice substantially in the form of Exhibit B (each, a "“Notice of Competitive Bid Borrowing"”), which such notice shall to specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the aggregate principal amount of the proposed Competitive Bid Borrowing (stated in the relevant Available Currency), which shall not be less than the Minimum Borrowing Amount applicable thereto, (iii) the maturity date (each, a “Competitive Bid Loan Maturity Date”) for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be (A) one, two, three or six months earlier than seven days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, or later than 360 days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Commitment Expiry Maturity Date)), (iiiiv) the interest payment date or dates relating thereto, thereto (iv) whether which shall be at least every three months in the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basiscase of maturities in excess of three months), and (v) any other terms to be applicable to such Competitive Bid BorrowingBorrowing (although all Competitive Bid Borrowings shall be required to be made, and maintained, in an Available Currency). The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank RL Lender of each such request for a Competitive Bid Borrowing received by it from the a Borrower by telecopying transmitting (by way of facsimile) to each such Bidder Bank RL Lender a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank RL Lender shall, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the respective Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder RL Lender in its sole discretion and determined by such Bank Bidder RL Lender independently of each other BankBidder RL Lender, by notifying the Payments Administrator Administrative Agent in writing (which notice shall give prompt notice thereof be promptly distributed to the respective Borrower) , provided that the Administrative Agent shall not be liable to any Bidder RL Lender or to the respective Borrower for failure to distribute any such notice to the respective Borrower unless such failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by a court of competent jurisdiction)), before 10:00 A.M. (New York time) on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount amount, if any, and maximum amount of each Competitive Bid Loan which such Bank Bidder RL Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b1.01(d), exceed such Bank's RL Lender’s Revolving Loan Commitment (and any relevant Alternate Currency Revolving Loan Sub-Commitment)), and the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, therefor; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder RL Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower in writing of such offer before 9:30 A.M. (New York time) on the Reply Date. Any If any Bidder Bank RL Lender shall elect not giving to make such an offer, such Bidder RL Lender shall so notify the Payments Administrator Administrative Agent, before 10:00 A.M. (New York time) on the notice specified in the preceding sentence Reply Date, and such Bidder RL Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder RL Lender to give such notice shall not cause such Bidder RL Lender to be obligated to, and such Bidder RL Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The respective Borrower shall, in turn, before 11:00 A.M. 12:00 Noon (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i1) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice (in writing or by telephone promptly confirmed in writing) to such that effect, ; or (ii2) accept one or more of the offers made by any Bidder Bank RL Lender or Banks Bidder RL Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, if any, and equal to or less than the maximum amount, notified to the respective Borrower by the Payments Administrator Administrative Agent on behalf of each such Bidder Bank RL Lender for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder RL Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) offered; provided further, however, if offers are made by two or more Bidder Banks RL Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the respective Borrower, the respective Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum amounts, if any, and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the respective Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the respective Borrower notifies the Payments Administrator Administrative Agent that such Competitive Bid Borrowing is cancelledcanceled pursuant to clause (c)(1) above, the Payments Administrator Administrative Agent shall give prompt written notice thereof to the Bidder Banks RL Lenders and such Competitive Bid Borrowing shall not be made. (e) If the respective Borrower accepts one or more of the offers made by any Bidder Bank RL Lender or BanksBidder RL Lenders pursuant to clause (c)(2) above, the Payments Administrator Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder Bank RL Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing (stated in the relevant Available Currency) and whether or not any offer or offers made by such Bidder Bank RL Lender pursuant to clause (b) above have been accepted by the respective Borrower and (y) each Bidder Bank RL Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder BankRL Lender as part of such Competitive Bid Borrowing (stated in the relevant Available Currency). (f) On the last Business Day of each calendar quarter, the Payments Administrator Administrative Agent shall notify the Banks respective Borrower and the RL Lenders of the aggregate principal amount of Competitive Bid Loans outstanding to the respective Borrower at such time.

Competitive Bid Borrowings. (a) Whenever the any Borrower desires to incur a Competitive Bid BorrowingBorrowing (excluding Existing Competitive Bid Loans continued hereunder on the Restatement Effective Date), it shall deliver to the Payments Administrator at the Payments Administrator's OfficeAdministrative Agent, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is Dollar-denominated, and at least three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, a written notice substantially in the form of Exhibit A-2 hereto (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iiiii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 no fewer than seven days and no more than 180 days, inclusive, days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Commitment Expiry Final Maturity Date), (iiiiv) the interest payment date or dates relating thereto, (ivv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing(vi) in the case of an Alternate Currency Loan, the Interest Rate BasisAlternate Currency for such Competitive Bid Borrowing, and (vvii) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the Borrower by telecopying to each such Bidder Bank a copy contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder Lender in its sole discretion and determined by such Bank Bidder Lender independently of each other BankBidder Lender, by notifying the Payments Administrator Administrative Agent (which shall give prompt notice thereof to the Borrower) such Borrower by facsimile), before 10:00 9:30 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate BorrowingBorrowing which is Dollar-denominated, the date of such proposed Competitive Bid Borrowing and in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, two Business Days before the date of such Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to contained in Section 1.01(b), exceed such BankBidder Lender's Commitment), the rate or rates of interest therefor and such BankBidder Lender's lending office with respect to such Competitive Bid Loan, ; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date. Any , and such Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 11:00 10:30 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice to such effecteffect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Bank Lender or Banks Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive 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 applicable Borrower by the Payments Administrator Administrative Agent on behalf of such Bidder Bank Lender for such Competitive Bid BorrowingBorrowing pursuant to clause (b) above) to be made by each Bidder Bank Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered and (y) offered; provided further, however, that if offers are made by two or more Bidder Banks Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, the if such Borrower elects to accept any such offers such Borrower shall then accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender's pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the such Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the applicable Borrower notifies the Payments Administrator Administrative Agent that such Competitive Bid Borrowing is cancelleddeemed canceled, pursuant to clause (c)(i) above, the Payments Administrator Administrative Agent shall give prompt notice thereof to the Bidder Banks Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Bank Lender or BanksBidder Lenders pursuant to clause (c) (ii) above, the Payments Administrator Administrative Agent shall in turn promptly notify (x) each Bidder Bank Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Bank Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day Lender as part of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of such Competitive Bid Loans outstanding at such timeBorrowing.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to Section 2.01, the Borrower desires Company may, as set forth in this Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Lenders to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Lenders does not exceed the Total Commitments. Such Lenders 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one third Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute a Term SOFR Auction or (y) the Business Day next preceding the date of the Loan proposed therein, in the case of a Rate BorrowingAuction (or, a written notice (a "Notice in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Borrowing"), Quote Request for the first Term SOFR Auction or Rate Auction for which notice shall specify in each case such change is to be effective) specifying: (i) the proposed funding date (of such Loan, which shall be a Business Day, (ii) and the aggregate amount of the proposed Competitive Bid Borrowingsuch Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iiiii) the maturity date for repayment duration of each and every Competitive Bid Loan the Interest Period applicable thereto, subject to be made as part the provisions of such Competitive Bid Borrowing the definition of Interest Period, (which maturity date may be (A) one, two, three or six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Commitment Expiry Date), (iiiiv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Lenders by it from facsimile transmission or electronic communication, pursuant to procedures approved by the Borrower Administrative Agent, an Invitation for Competitive Bid Quotes, which shall constitute an invitation by telecopying the Company to each such Bidder Bank a copy of the related Notice of Lender to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Lender may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest this subsection (which shall d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (second Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Term SOFR Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Lender notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Any Bidder Bank Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not giving exceed the Payments Administrator principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the notice principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (C) in the case of a Term SOFR Auction, the margin above or below the applicable Term SOFR (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Term SOFR, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Xxxxxx. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (ii)); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection (i) of this subsection (d). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Lender that is in accordance with subsection (d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date second Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Term SOFR Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). A telephonic notice hereunder may only be provided by a Responsible Officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by a Responsible Officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit E hereto, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer or a Designated Representative, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at Lenders with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to ‎Section 2.01, the Borrower desires Company may, as set forth in this ‎Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Lenders to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Lenders does not exceed the Total Commitments. Such Lenders 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fourth Eurodollar Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute Rate Borrowing, a written notice Eurodollar Auction or (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (iy) the date (which shall be a Domestic Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after Day next preceding the date of such Competitive Bid Borrowing the Loan proposed therein, in the case of a Spread Borrowing Rate Auction (or, in either case, such other time or date as the Company and (B) between 7 the Administrative Agent shall have mutually agreed and 180 days, inclusive, after shall have notified the Lenders not later than the date of such the Competitive Bid Borrowing Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective) specifying: (i) the proposed funding date of such Loan, which shall be a Eurodollar Business Day in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third a Eurodollar Auction or a Domestic Business Day preceding in the Commitment Expiry Date)case of a Rate Auction, (ii) the aggregate amount of such Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (iv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Lenders by it from facsimile transmission or electronic communication, pursuant to procedures approved by the Borrower Administrative Agent, an Invitation for Competitive Bid Quotes, which shall constitute an invitation by telecopying the Company to each such Bidder Bank a copy of the related Notice of Lender to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Lender may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest (which shall this subsection ‎(d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (third Eurodollar Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Eurodollar Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Lender notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Any Bidder Bank Subject to Articles ‎3 and ‎6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not giving exceed the Payments Administrator principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the notice principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (C) in the case of a Eurodollar Auction, the margin above or below the applicable Eurodollar Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Eurodollar Rate, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit E hereto or does not specify all of the information required by subsection ‎(ii)); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection ‎(i) of this subsection (d). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Lender that is in accordance with subsection ‎(d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date third Eurodollar Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Eurodollar Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection ‎(e). A telephonic notice hereunder may only be provided by a Responsible Officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by a Responsible Officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit F hereto, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer or a Designated Representative, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection ‎(d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at Lenders with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator at the Payments Administrator's OfficeAdministrative Agent, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is Dollar-denominated and at least three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of Absolute Rate Borrowing which is an Alternate Currency Loan, a written notice substantially in the form of Exhibit A-2 hereto (a "“Notice of Competitive Bid Borrowing"”), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iiiii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 no fewer than seven days and no more than 180 days, inclusive, days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third tenth Business Day preceding the Commitment Expiry Final Maturity Date), (iiiiv) the interest payment date or dates relating thereto, (ivv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing(vi) in the case of an Alternate Currency Loan, the Interest Rate BasisAlternate Currency for such Competitive Bid Borrowing, and (vvii) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the Borrower by telecopying to each such Bidder Bank a copy contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder Lender in its sole discretion and determined by such Bank Bidder Lender independently of each other BankBidder Lender, by notifying the Payments Administrator Administrative Agent (which shall give prompt notice thereof to the Borrower) such Borrower by facsimile), before 10:00 9:30 A.M. (New York time) on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate BorrowingBorrowing which is Dollar-denominated, the date of such proposed Competitive Bid Borrowing and in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, two Business Days before the date of such Competitive Bid Borrowing or (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to contained in Section 1.01(b), exceed such Bank's Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bank's Bidder Lender’s lending office with respect to such Competitive Bid Loan, ; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date. Any , and such Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 11:00 10:30 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice to such effecteffect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Bank Lender or Banks Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive 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 applicable Borrower by the Payments Administrator Administrative Agent on behalf of such Bidder Bank Lender for such Competitive Bid BorrowingBorrowing pursuant to clause (b) above) to be made by each Bidder Bank Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered and (y) offered; provided further, however, that if offers are made by two or more Bidder Banks Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, the if such Borrower elects to accept any such offers such Borrower shall then accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the such Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such any Competitive Bid Borrowing is cancelledcancelled or deemed cancelled pursuant to clause (c)(i) above, the Payments Administrator Administrative Agent shall give prompt notice thereof to the Bidder Banks Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Bank Lender or BanksBidder Lenders pursuant to clause (c)(ii) above, the Payments Administrator Administrative Agent shall in turn promptly notify (x) each Bidder Bank Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Bank Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day Lender as part of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of such Competitive Bid Loans outstanding at such timeBorrowing.

Competitive Bid Borrowings. (a) Whenever The Competitive Bid Option. In addition to Committed Borrowings pursuant to Section 2.01, the Borrower desires Company may, as set forth in this Section, request the Banks to incur make offers to make Competitive Bid Loans to any of the Borrowers. The Banks 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 in this Section. (b) Competitive Bid Quote Request. When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by telex or facsimile transmission a Competitive Bid Borrowing, it shall deliver Quote Request substantially in the form of Exhibit B hereto so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 be received no later than 10:00 A.M. (New York City time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fifth Euro-Dollar Business Day prior to the date of such Borrowing proposed Competitive Bid Borrowingtherein, in the case of a LIBOR Auction or (y) the Domestic Business Day immediately before the date of Borrowing proposed therein, in the case of an Absolute Rate BorrowingAuction (or, a written notice (a "Notice in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Borrowing"), Quote Request for the first LIBOR Auction or Absolute Rate Auction for which notice shall specify in each case such change is to be effective) specifying: (i) the proposed date (of Borrowing, which shall be a Euro-Currency Business Day) and Day for the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after the date of such Competitive Bid Borrowing relevant currency in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, after the date of such Competitive Bid Borrowing LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction; (ii) the proposed currency and the aggregate amount (in such currency) of such Borrowing, provided that which shall be $5,000,000 or a larger multiple of $1,000,000 for each Borrowing of Dollar-Denominated Loans and at least $5,000,000 in no event shall the maturity date of any Competitive Bid Dollar Amount for each Borrowing be later than the third Business Day preceding the Commitment Expiry Date), in an Alternative Currency; (iii) the interest payment date or dates relating thereto, (iv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, duration of the Interest Rate Basis, and (v) any other terms to be Period applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof to the Borrower) before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts maythereto, subject to the proviso to Section 1.01(b)provisions of the definition of Interest Period; and (iv) if such Borrowing is comprised of Dollar-Denominated Loans, exceed such Bank's Commitment), whether the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as Quotes requested are to set forth a Bank shall, in its sole discretion, elect Competitive Bid Margin or a Competitive Bid Absolute Rate. The Company may request offers to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. (New York time) on the Reply Date. Any Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing. (c) The Borrower shall, in turn, before 11:00 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread Borrowing, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator notice to such effect, or (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the amount of each Competitive 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 Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) if offers are made by two or more Bidder Banks at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted for more than the aggregate principal amount requested by the Borrower, the Borrower one Interest Period in a single Competitive Bid Quote Request. No Competitive Bid Quote Request shall then have the right to accept one be given within five Euro-Dollar Business Days (or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), number of days as the Borrower Company and the Administrative Agent may elect in its sole discretion, provided further that in no event shall the aggregate principal amount agree) of the any other Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid BorrowingQuote Request. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of Competitive Bid Loans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever the Borrower Workflow desires to incur a Competitive Bid Borrowing, it Workflow shall deliver to the Payments Administrator Agent at the Payments Administrator's Office, Notice Office prior to 11:00 A.M. (New York time) (x) ), at least four three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice substantially in the form of Exhibit B (each a "Notice of Competitive Bid Borrowing"), which such notice shall to specify in each case (i) the date of the proposed Competitive Bid Borrowing (which shall be a Business Day), (ii) and the aggregate principal amount of the proposed Competitive Bid BorrowingBorrowing (which shall not be less than the Minimum Borrowing Amount applicable thereto), (iiiii) the maturity date (each a "Competitive Bid Loan Maturity Date") for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be (A) one, two, three or six months earlier than seven days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, or later than 360 days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Commitment Expiry Final Maturity Date)), (iiiiv) the interest payment date or dates relating thereto, thereto (iv) whether which shall be at least every three months in the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basiscase of maturities in excess of three months), and (v) any other terms to be applicable to such Competitive Bid BorrowingBorrowing (although all Competitive Bid Borrowings shall be required to be made, and maintained, in Dollars). The Payments Administrator Agent shall promptly notify each Bidder Bank Lender of each such request for a Competitive Bid Borrowing received by it from the Borrower Workflow by telecopying to each such Bidder Bank Lender a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank Lender shall, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower Workflow as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder Lender in its sole discretion and determined by such Bank Bidder Lender independently of each other BankBidder Lender, by notifying the Payments Administrator Agent in writing (which notice shall give prompt be promptly distributed to Workflow, provided that the Agent shall not be liable to any Bidder Lender or to Workflow -------- for failure to distribute any such notice thereof to Workflow unless such failure resulted from the Borrower) gross negligence or willful misconduct on the part of the Agent (as finally determined by a court of competent jurisdiction)), before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount amount, if any, and maximum amount of each Competitive Bid Loan which such Bank Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b1.01(d), exceed such BankLender's Revolving Commitment), ) and the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loantherefor; provided, provided that if the Payments Administrator Agent in its capacity as a Bank -------- Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower Workflow in writing of such offer before 9:30 A.M. (New York time) on the Reply Date. Any If any Bidder Bank Lender shall elect not giving to make such an offer, such Bidder Lender shall so notify the Payments Administrator Agent, before 10:00 A.M. (New York time) on the notice specified in the preceding sentence Reply Date, and such Bidder Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided, that the failure by any Bidder Lender to give such notice shall not -------- cause such Bidder Lender to be obligated to, and such Bidder Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The Borrower Workflow shall, in turn, before 11:00 A.M. 12:00 Noon (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i1) cancel such Competitive Bid Borrowing by giving the Payments Administrator notice to such effect, or (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving Agent notice (in writing or by telephone promptly confirmed in writing) to the Payments Administrator of the amount of each Competitive 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 Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that or (x2) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate so offered and (y) offered; provided further, ---------------- however, if offers are made by two or more Bidder Banks Lenders at the same rate ------- and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the BorrowerWorkflow, the Borrower Workflow shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum amounts, if any, and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the Borrower Workflow may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower Workflow notifies the Payments Administrator Agent that such Competitive Bid Borrowing is cancelledcanceled pursuant to clause (c)(1) above, the Payments Administrator Agent shall give prompt written notice thereof to the Bidder Banks Lenders and such Competitive Bid Borrowing shall not be made. (e) If the Borrower Workflow accepts one or more of the offers made by any Bidder Bank Lender or BanksBidder Lenders pursuant to clause (c)(2) above, the Payments Administrator Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder Bank Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank Lender pursuant to clause (b) above have been accepted by the Borrower Workflow and (y) each Bidder Bank Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder BankLender as part of such Competitive Bid Borrowing. (f) On the last Business Day of each calendar quarter, the Payments Administrator Agent shall notify the Banks Borrowers and the Lenders of the aggregate principal amount of Competitive Bid Loans outstanding to Workflow at such time.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to Section 2.01, the Borrower desires Company may, as set forth in this Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Lenders to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Lenders does not exceed the Total Commitments. Such Lenders 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fourth Eurodollar Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute Rate Borrowing, a written notice Eurodollar Auction or (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (iy) the date (which shall be a Domestic Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after Day next preceding the date of such Competitive Bid Borrowing the Loan proposed therein, in the case of a Spread Borrowing Rate Auction (or, in either case, such other time or date as the Company and (B) between 7 the Administrative Agent shall have mutually agreed and 180 days, inclusive, after shall have notified the Lenders not later than the date of such the Competitive Bid Borrowing Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective) specifying: (i) the proposed funding date of such Loan, which shall be a Eurodollar Business Day in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third a Eurodollar Auction or a Domestic Business Day preceding in the Commitment Expiry Date)case of a Rate Auction, (ii) the aggregate amount of such Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (iv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Lenders by it from facsimile transmission or electronic communication, pursuant to procedures approved by the Borrower Administrative Agent, an Invitation for Competitive Bid Quotes, which shall constitute an invitation by telecopying the Company to each such Bidder Bank a copy of the related Notice of Lender to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Lender may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest this subsection (which shall d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (third Eurodollar Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Eurodollar Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Lender notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Any Bidder Bank Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not giving exceed the Payments Administrator principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the notice principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (C) in the case of a Eurodollar Auction, the margin above or below the applicable Eurodollar Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Eurodollar Rate, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit E hereto or does not specify all of the information required by subsection (ii)); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection (i) of this subsection (d). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Lender that is in accordance with subsection (d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date third Eurodollar Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Eurodollar Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). A telephonic notice hereunder may only be provided by a Responsible Officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by a Responsible Officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit F hereto, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer or a Designated Representative, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at Lenders with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to Section 2.01 the Borrower desires Company may, as set forth in this Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Lenders to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Lenders does not exceed the Total Commitments. Such Lenders 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fourth Eurodollar Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute Rate Borrowing, a written notice Eurodollar Auction or (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (iy) the date (which shall be a Domestic Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after Day next preceding the date of such Competitive Bid Borrowing the Loan proposed therein, in the case of a Spread Borrowing Rate Auction (or, in either case, such other time or date as the Company and (B) between 7 the Administrative Agent shall have mutually agreed and 180 days, inclusive, after shall have notified the Lenders not later than the date of such the Competitive Bid Borrowing Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective) specifying: (i) the proposed funding date of such Loan, which shall be a Eurodollar Business Day in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third a Eurodollar Auction or a Domestic Business Day preceding in the Commitment Expiry Date)case of a Rate Auction, (ii) the aggregate amount of such Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (iv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Lenders by it from facsimile transmission an Invitation for Competitive Bid Quotes, which shall constitute an invitation by the Borrower by telecopying Company to each such Bidder Bank a copy of the related Notice of Lender to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Lender may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest this subsection (which shall d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (third Eurodollar Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Eurodollar Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Lender notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Any Bidder Bank Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not giving exceed the Payments Administrator principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the notice principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (C) in the case of a Eurodollar Auction, the margin above or below the applicable Eurodollar Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Eurodollar Rate, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit E hereto or does not specify all of the information required by subsection (ii)); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection (i). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Lender that is in accordance with subsection (d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date third Eurodollar Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Eurodollar Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). A telephonic notice hereunder may only be provided by an officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by an officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit F hereto, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at Lenders with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator at the Payments Administrator's OfficeAdministrative Agent, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is Dollar-denominated and at least three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of Absolute Rate Borrowing which is an Alternate Currency Loan, a written notice substantially in the form of Exhibit A-2 hereto (a "“Notice of Competitive Bid Borrowing"”), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iiiii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 no fewer than seven days and no more than 180 days, inclusive, days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third tenth Business Day preceding the Commitment Expiry Expiration Date), (iiiiv) the interest payment date or dates relating thereto, (ivv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing(vi) in the case of an Alternate Currency Loan, the Interest Rate BasisAlternate Currency for such Competitive Bid Borrowing, and (vvii) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the Borrower by telecopying to each such Bidder Bank a copy contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder Lender in its sole discretion and determined by such Bank Bidder Lender independently of each other BankBidder Lender, by notifying the Payments Administrator Administrative Agent (which shall give prompt notice thereof to the Borrower) such Borrower by facsimile), before 10:00 9:30 A.M. (New York time) on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate BorrowingBorrowing which is Dollar-denominated, the date of such proposed Competitive Bid Borrowing and in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, two Business Days before the date of such Competitive Bid Borrowing or (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to contained in Section 1.01(b1.01(c), exceed such Bank's Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bank's Bidder Lender’s lending office with respect to such Competitive Bid Loan, ; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date. Any , and such Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 11:00 10:30 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice to such effecteffect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Bank Lender or Banks Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive 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 applicable Borrower by the Payments Administrator Administrative Agent on behalf of such Bidder Bank Lender for such Competitive Bid BorrowingBorrowing pursuant to clause (b) above) to be made by each Bidder Bank Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered and (y) offered; provided further, however, that if offers are made by two or more Bidder Banks Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, the if such Borrower elects to accept any such offers such Borrower shall then accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the such Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such any Competitive Bid Borrowing is cancelledcancelled or deemed cancelled pursuant to clause (c)(i) above, the Payments Administrator Administrative Agent shall give prompt notice thereof to the Bidder Banks Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Bank Lender or BanksBidder Lenders pursuant to clause (c)(ii) above, the Payments Administrator Administrative Agent shall in turn promptly notify (x) each Bidder Bank Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Bank Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day Lender as part of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of such Competitive Bid Loans outstanding at such timeBorrowing.

Competitive Bid Borrowings. (a) Whenever In addition to Committed Loans pursuant to Section 2.01, the Borrower desires Company may, as set forth in this Section 2.03 from time to incur time prior to the Commitment Termination Date or earlier termination of the Commitments, request the Lenders to make offers to make Competitive Bid Loans to the Company, but only to the extent that, after giving effect thereto, the Total Usage of all Lenders does not exceed the Total Commitments. Such Lenders 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 in this Section. (b) When the Company wishes to request offers to make Competitive Bid Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, a Competitive Bid Borrowing, it shall deliver Quote Request so as to the Payments Administrator at the Payments Administrator's Office, prior to 11:00 A.M. be received no later than 1:00 p.m. (New York time) on (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one fourth Eurodollar Business Day prior to the date of such the Loan proposed Competitive Bid Borrowingtherein, in the case of an Absolute Rate Borrowing, a written notice Eurodollar Auction or (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (iy) the date (which shall be a Domestic Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or six months after Day next preceding the date of such Competitive Bid Borrowing the Loan proposed therein, in the case of a Spread Borrowing Rate Auction (or, in either case, such other time or date as the Company and (B) between 7 the Administrative Agent shall have mutually agreed and 180 days, inclusive, after shall have notified the Lenders not later than the date of such the Competitive Bid Borrowing Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective) specifying: (i) the proposed funding date of such Loan, which shall be a Eurodollar Business Day in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third a Eurodollar Auction or a Domestic Business Day preceding in the Commitment Expiry Date)case of a Rate Auction, (ii) the aggregate amount of such Loan, which shall be $10,000,000 or a larger multiple of $1,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (iv) the interest payment date or dates relating applicable thereto, and (ivv) whether the proposed Competitive Bid Borrowing is Quotes requested are to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basis, and (v) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator shall promptly notify each Bidder Bank of each such request for set forth a Competitive Bid Borrowing received Margin or a Competitive Bid Rate. The Company may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. (c) Promptly upon receipt of a Competitive Bid Quote Request, the Administrative Agent shall send to the Lenders by it from facsimile transmission or electronic communication, pursuant to procedures approved by the Borrower Administrative Agent, an Invitation for Competitive Bid Quotes, which shall constitute an invitation by telecopying the Company to each such Bidder Bank a copy of the related Notice of Lender to submit Competitive Bid Borrowing. (b) Each Bidder Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer Quotes offering to make one or more the Competitive Bid Loans to the Borrower as part of which such proposed Competitive Bid Borrowing at Quote Request relates in accordance with this Section. (i) Each Lender may submit a rate Competitive Bid Quote containing an offer or rates offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of interest this subsection (which shall d) and must be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank in its sole discretion and determined by such Bank independently of each other Bank, by notifying the Payments Administrator (which shall give prompt notice thereof submitted to the BorrowerAdministrative Agent by facsimile transmission or electronic communication, pursuant to procedures approved by the Administrative Agent, at its offices specified on the signature pages hereto not later than (x) before 10:00 A.M. 10:45 a.m. (New York time) on the date (third Eurodollar Business Day prior to the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the proposed date of such proposed Competitive Bid Borrowing and (y) borrowing, in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank would be willing to make as part of such proposed Competitive Bid Borrowing Eurodollar Auction or (which amounts may, subject to the proviso to Section 1.01(b), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, provided that if the Payments Administrator in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:30 A.M. y) 9:15 a.m. (New York time) on the Reply Dateproposed date of borrowing, in the case of a Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate in the capacity of a Lender notifies the Administrative Agent of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Any Bidder Bank Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall specify: (A) the proposed date of borrowing, (B) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not giving exceed the Payments Administrator principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the notice principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (C) in the case of a Eurodollar Auction, the margin above or below the applicable Eurodollar Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/100th of 1%) to be added to or subtracted from such Eurodollar Rate, (D) in the case of a Rate Auction, the rate of interest per annum (specified to the nearest 1/100th of 1%) (the “Competitive Bid Rate”) offered for each such Competitive Bid Loan, and (E) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the preceding sentence related Invitation for Competitive Bid Quotes. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not be obligated tosubstantially in conformity with Exhibit E hereto or does not specify all of the information required by subsection (ii)); (B) contains qualifying, and conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (D) arrives after the time set forth in subsection (i). (e) The Administrative Agent shall not, make promptly notify the Company of the terms (x) of any Competitive Bid Loan as part Quote submitted by a Lender that is in accordance with subsection (d) and (y) of such any Competitive Bid BorrowingQuote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Administrative Agent’s notice to the Company shall specify (A) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, (B) the respective principal amounts and Competitive Bid Margins or Competitive Bid Rates, as the case may be, so offered and (C) if applicable, any limitations on the aggregate principal amount of Competitive Bid Loans for which offers in any single Competitive Bid Quote may be accepted. (cf) The Borrower shall, in turn, before 11:00 A.M. Not later than (x) 1:00 p.m. (New York time) (x) on the Reply Date third Eurodollar Business Day prior to the proposed date of borrowing, in the case of a proposed Absolute Rate Borrowing and Eurodollar Auction, or (y) 11:00 a.m. (New York time) on the Business Day following the Reply Date proposed date of borrowing, in the case of a proposed Spread Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Eurodollar Auction or Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent by telephonic notice of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). A telephonic notice hereunder may only be provided by a Responsible Officer or a Designated Representative. In the case of acceptance, such telephonic notice shall be promptly followed by a written notice executed by a Responsible Officer or a Designated Representative (a “Notice of Competitive Bid Borrowing”), eithersubstantially in the form of Exhibit F hereto, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer or a Designated Representative, specifying the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) cancel such the aggregate principal amount of each borrowing of Competitive Bid Borrowing by giving Loans may not exceed the Payments Administrator notice to such effect, orapplicable amount set forth in the related Competitive Bid Quote Request, (ii) accept one or more of the offers made by any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator of the principal amount of each borrowing of Competitive Bid Loan Loans must be $10,000,000 or a larger multiple of $1,000,000, (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (xiii) acceptance of offers may only be made on the basis of ascending Absolute Rates (in Competitive Bid Margins or Competitive Bid Rates, as the case of an Absolute Rate Borrowingmay be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or Spreads (in the case of a Spread Borrowing), commencing that otherwise fails to comply with the lowest rate so offered and requirements of this Agreement. (yg) if If offers are made by two or more Bidder Banks at Lenders with the same rate and acceptance of all such equal offers would result in Competitive Bid Margins or Competitive Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans being in respect of which such offers are accepted than shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amount requested amounts of such offers. Determinations by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount Administrative Agent of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount amounts of Competitive Bid Loans outstanding at such timeshall be conclusive in the absence of manifest error.

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator Administrative Agent at the Payments Administrator's Office, Notice Office prior to 11:00 A.M. (New York time) (x) ), at least four three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice substantially in the form of Exhibit B (each, a "“Notice of Competitive Bid Borrowing"”), which such notice shall to specify in each case (i) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (ii) the aggregate principal amount of the proposed Competitive Bid Borrowing (stated in the relevant Available Currency), which shall not be less than the Minimum Borrowing Amount applicable thereto, (iii) the maturity date (each, a “Competitive Bid Loan Maturity Date”) for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be (A) one, two, three or six months earlier than seven days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 and 180 days, inclusive, or later than 360 days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Commitment Expiry Maturity Date)), (iiiiv) the interest payment date or dates relating thereto, thereto (iv) whether which shall be at least every three months in the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the Interest Rate Basiscase of maturities in excess of three months), and (v) any other terms to be applicable to such Competitive Bid BorrowingBorrowing (although all Competitive Bid Borrowings shall be required to be made, and maintained, in an Available Currency). The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank RL Lender of each such request for a Competitive Bid Borrowing received by it from the a Borrower by telecopying transmitting (by way of facsimile) to each such Bidder Bank RL Lender a copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank RL Lender shall, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the respective Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder RL Lender in its sole discretion and determined by such Bank Bidder RL Lender independently of each other BankBidder RL Lender, by notifying the Payments Administrator Administrative Agent in writing (which notice shall give prompt notice thereof be promptly distributed to the respective Borrower) , provided that the Administrative Agent shall not be liable to any Bidder RL Lender or to the respective Borrower for failure to distribute any such notice to the respective Borrower unless such failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by a court of competent jurisdiction)), before 10:00 A.M. (New York time) on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount amount, if any, and maximum amount of each Competitive Bid Loan which such Bank Bidder RL Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b1.01(d), exceed such Bank's RL Lender’s Revolving Loan Commitment (and any relevant Alternate Currency Revolving Loan Sub-Commitment)), and the rate or rates of interest therefor and such Bank's lending office with respect to such Competitive Bid Loan, therefor; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder RL Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower in writing of such offer before 9:30 A.M. (New York time) on the Reply Date. Any Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing. (c) The Borrower shall, in turn, before 11:00 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread Borrowing, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator notice to such effect, or (ii) accept one or more of the offers made by If any Bidder Bank or Banks by giving notice (in writing or by telephone confirmed in writing) RL Lender shall elect not to the Payments Administrator of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amountmake such an offer, and equal to or less than the maximum amount, notified to the Borrower by the Payments Administrator on behalf of such Bidder Bank for such Competitive Bid Borrowing) to be made by each Bidder Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks by giving the Payments Administrator notice to that effect, provided that (x) acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), commencing with the lowest rate RL Lender shall so offered and (y) if offers are made by two or more Bidder Banks at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the Borrower, the Borrower shall then have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer), as the Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such Competitive Bid Borrowing is cancelled, the Payments Administrator shall give prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing shall not be made. (e) If the Borrower accepts one or more of the offers made by any Bidder Bank or Banks, the Payments Administrator shall in turn promptly notify (x) each Bidder Bank that has made an offer of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank have been accepted by the Borrower and (y) each Bidder Bank that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of Competitive Bid Loans outstanding at such time.Administrative Agent, before

Competitive Bid Borrowings. (a) Whenever the a Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Payments Administrator at the Payments Administrator's OfficeAdministrative Agent, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is Dollar-denominated and at least three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of Absolute Rate Borrowing which is an Alternate Currency Loan, a written notice substantially in the form of Exhibit A- 2 hereto (a "“Notice of Competitive Bid Borrowing"”), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iiiii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) one, two, three or up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between 7 no fewer than seven days and no more than 180 days, inclusive, days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third tenth Business Day preceding the Commitment Expiry Final Maturity Date), (iiiiv) the interest payment date or dates relating thereto, (ivv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing(vi) in the case of an Alternate Currency Loan, the Interest Rate BasisAlternate Currency for such Competitive Bid Borrowing, and (vvii) any other terms to be applicable to such Competitive Bid Borrowing. The Payments Administrator Administrative Agent shall promptly notify each Bidder Bank Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the Borrower by telecopying to each such Bidder Bank a copy contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Bank Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest (which shall be a specified Spread over or under the Interest Rate Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an Absolute Rate Borrowing) specified by such Bank Bidder Lender in its sole discretion and determined by such Bank Bidder Lender independently of each other BankBidder Lender, by notifying the Payments Administrator Administrative Agent (which shall give prompt notice thereof to the Borrower) such Borrower by facsimile), before 10:00 9:30 A.M. (New York time) on the date (the "“Reply Date"”) which is (x) in the case of an Absolute Rate BorrowingBorrowing which is Dollar-denominated, the date of such proposed Competitive Bid Borrowing and in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, two Business Days before the date of such Competitive Bid Borrowing or (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bank Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to contained in Section 1.01(b), exceed such Bank's Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bank's Bidder Lender’s lending office with respect to such Competitive Bid Loan, ; provided that if the Payments Administrator Administrative Agent in its capacity as a Bank Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date. Any , and such Bidder Bank not giving the Payments Administrator the notice specified in the preceding sentence Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 11:00 10:30 A.M. (New York time) (x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y) on the Business Day following the Reply Date in the case of a proposed Spread BorrowingDate, either: (i) cancel such Competitive Bid Borrowing by giving the Payments Administrator Administrative Agent notice to such effecteffect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Bank Lender or Banks Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Payments Administrator Administrative Agent of the amount of each Competitive 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 applicable Borrower by the Payments Administrator Administrative Agent on behalf of such Bidder Bank Lender for such Competitive Bid BorrowingBorrowing pursuant to clause (b) above) to be made by each Bidder Bank Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Banks Bidder Lenders pursuant to clause (b) above by giving the Payments Administrator Administrative Agent notice to that effect, ; provided that (x) the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered and (y) offered; provided further, however, that if offers are made by two or more Bidder Banks Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, the if such Borrower elects to accept any such offers such Borrower shall then accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offeroffer pursuant to clause (b) above), as the such Borrower may elect in its sole discretion, provided further that in no event shall the aggregate principal amount of the Competitive Bid Loans accepted by the Borrower as part of a Competitive Bid Borrowing exceed the amount specified by the Borrower in the related Notice of Competitive Bid Borrowing. (d) If the Borrower notifies the Payments Administrator that such any Competitive Bid Borrowing is cancelledcancelled or deemed cancelled pursuant to clause (c)(i) above, the Payments Administrator Administrative Agent shall give prompt notice thereof to the Bidder Banks Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Bank Lender or BanksBidder Lenders pursuant to clause (c)(ii) above, the Payments Administrator Administrative Agent shall in turn promptly notify (x) each Bidder Bank Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Bank Lender pursuant to clause (b) above have been accepted by the applicable Borrower and (y) each Bidder Bank Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Bank. (f) On the last Business Day Lender as part of each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of such Competitive Bid Loans outstanding at such timeBorrowing.