Common use of Competitive Bid Borrowings Clause in Contracts

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date), it shall deliver to the Administrative 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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any Revolving Loan Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it (or they) shall deliver to the Administrative Agent, Paying Agent at the Notice Office prior to 11:00 A.M. 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 B (each a “"Notice of Competitive Bid Borrowing”"), which such notice shall to specify in each case (i) the identity name of the applicable Borrowersuch Borrower or Borrowers, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iii) the aggregate principal amount of the proposed Competitive Bid Borrowing (which shall not be less than $20,000,000, (iv) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer earlier than seven days and no more than 180 days after the date of such Competitive Bid Borrowing in or later than 360 days after the case date of an Absolute Rate Borrowing, provided that such Competitive Bid Borrowing (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Final Revolving Loan Maturity Date)), (ivv) the interest payment date or dates relating thereto, thereto (v) whether the proposed Competitive Bid Borrowing is to which shall be an Absolute Rate Borrowing or a Spread Borrowing, (vi) at least every three months in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowingmaturities in excess of three months), and (viivi) 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 Administrative Paying Agent shall promptly notify each Bidder RL Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from the respective Borrower by telecopying to each such Bidder RL Lender a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative AgentPayments 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 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days between 7 and no more than 180 days days, inclusive, after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided PROVIDED that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Commitment Expiry Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent Payments Administrator shall promptly notify each Bidder Lender by telephone or facsimile Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent Payments Administrator (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided , PROVIDED that if the Administrative Agent Payments Administrator in its capacity as a Bidder Lender Bank 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, and such . Any Bidder Lender 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; 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 10:30 11:00 A.M. (New York time) (x) on the Reply DateDate 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 Administrative Agent Payments Administrator notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders pursuant to clause (b) above Banks by giving notice (in writing or by telephone confirmed in writing) to the Administrative Agent 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 applicable Borrower by the Administrative Agent Payments Administrator on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) aboveBorrowing) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above Banks by giving the Administrative Agent Payments Administrator notice to that effect; provided , PROVIDED that the (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), in each case commencing with the lowest rate so offered; provided further, however, that offered and (y) if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such Borrower elects to accept any such offers such the Borrower shall 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 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 pursuant to clause (b) aboveoffer), as such 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 applicable Borrower notifies the Administrative Agent Payments Administrator that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) abovecancelled, the Administrative Agent Payments Administrator shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders pursuant to clause (c) (ii) aboveBanks, the Administrative Agent Payments Administrator shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender pursuant to clause (b) above Bank have been accepted by the Borrower and (y) each Bidder Lender Bank 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 Lender as part Bank. (f) On the last Business Day of such each calendar quarter, the Payments Administrator shall notify the Banks of the aggregate principal amount of Competitive Bid BorrowingLoans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever any Borrower desires The following conditions and procedures apply to incur Competitive-Bid Borrowings. Associates may make a Competitive Competitive-Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder Request on the Second Restatement Effective Date), it shall deliver to the Administrative 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 applicable 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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Date by telephone or facsimile fax to any one or more Lenders as it may select. Any of those Lenders may give to Associates one or more responding Competitive Bids by telephone or fax by 9:00 a.m., as required by the Competitive-Bid Request, on that Borrowing Date, each such request of which is merely an indicative rate for that Lender when made. Associates may accept any Lender's Competitive Bid (whether at a higher, lower, or equal Competitive-Bid Rate as any other Lender's Competitive Bid) by mutually confirming by telephone an irrevocable rate, amount, and maturity date with that Lender at some point between 9:00 a.m. and 11:00 a.m. and by delivering to that Lender a properly completed Competitive-Bid Acceptance by 12:15 p.m. on that Borrowing Date. The delivery of a Competitive-Bid Acceptance constitutes confirmation by Associates that all applicable conditions precedent to the related Borrowing have been satisfied. The failure to deliver any Competitive-Bid Acceptance by 12:15 p.m. to any Lender for a Competitive Bid constitutes a rejection of that Competitive Bid. By 12:15 p.m. on that Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which Date Associates shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall also 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum Lender, principal amount, and equal to or less than the maximum amount, notified to the maturity date of each Competitive-Bid Acceptance applicable Borrower by the Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided date. By 1:00 p.m. on that 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)day if it properly receives that notice, in each case commencing with the lowest rate so offered; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof confirm by fax to the Bidder Lenders and such Competitive each applicable Lender whether its proposed Competitive-Bid Borrowing would be permitted under Section 2.1 based upon the Borrowing-Base Report received from Custodian that day. Each Lender receiving a Competitive-Bid Acceptance shall not be made. (e) If remit the applicable Borrower accepts one or more Borrowing to Administrative Agent in accordance with Section 2.2(c). Subject to receipt of those funds, Administrative Agent shall, unless to its actual knowledge any of the offers made applicable conditions precedent have not been satisfied by any Bidder Lender Associates or Bidder Lenders pursuant to clause (c) (ii) abovewaived by all Lenders, by 4:00 p.m. on the Administrative Agent shall Borrowing Date, deposit those funds in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowingaccordance with Section 2.2(d).

Competitive Bid Borrowings. (a) Whenever any Borrower desires the Borrowers desire to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it they shall deliver to the Administrative Agent, Agent at the Notice Office prior to 11:00 A.M. 12:00 Noon (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 Competitive Bid 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 LoanCompetitive Bid Borrowing, a written notice substantially in the form of Exhibit A-2 hereto B (each a “Notice of Competitive Bid Borrowing”), which such notice shall to specify in each case (i) the identity date of the applicable Borrower, (ii) the date proposed Competitive Bid Borrowing (which shall be a Business Day), (ii) and the aggregate principal amount of the proposed Competitive Bid Borrowing, (iii) the maturity date or maturity dates (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 (each of which maturity date dates may not be (A) up to six months earlier than 14 days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more or later than 180 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 preceding the Final Maturity Date)), (iv) the interest payment date or dates relating theretothereto (which shall be at least every three months in the case of maturities in excess of three months), (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Competitive Bid Borrowing or a Spread Competitive Bid Borrowing, (vi) in the case Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered), (vii) the sum of an Alternate Currency Loan, (I) the Alternate Currency for aggregate principal amount of all Loans outstanding at such time (after giving effect to the proposed Competitive Bid Borrowing), (II) the aggregate amount of all Letter of Credit Outstandings at such time and (III) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of the Borrowers at such time (after giving effect to the proposed Competitive Bid Borrowing and the application of the proceeds therefrom), and (viiviii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from the Borrowers by telecopying to each such Bidder Lender a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 applicable Borrower Borrowers as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent in writing (which notice shall give prompt be promptly distributed to the Borrowers, provided that the Administrative Agent shall not be liable to any Bidder Lender or to the Borrowers for failure to distribute any such notice thereof to the Borrowers unless such Borrower failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by facsimilea court of competent jurisdiction)), before 9:30 10:00 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominated, the date of such proposed a Spread 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, and (y) in the case of an Absolute Rate Competitive Bid Borrowing, 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b1.01(e), exceed such Bidder Lender’s Commitment), ) and the rate or rates of interest therefor (specified to the nearest .0001 and such Bidder Lender’s lending office with respect to such which, in the case of a Spread Competitive Bid LoanBorrowing, shall be the Spread offered for each maturity requested in the Notice of Competitive Bid Borrowing); provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower Borrowers in writing of such offer before 9:15 9:45 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 10:00 A.M. (New York time) on the 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 to, and such Bidder Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower Borrowers shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in writing or by telephone promptly confirmed in writing) to such that effect (it being understood and agreed that if such Borrower gives the Borrowers give no such notice of cancellation and no notice of acceptance pursuant to clause (ii2) below, then such Borrower the Borrowers shall be deemed to have canceled such Competitive Bid Borrowing), or (ii2) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 applicable Borrower Borrowers by the Administrative Agent on behalf of each such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (bBorrowing) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided provided, however, that the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Competitive Bid Borrowing) or Spreads (in the case of a Spread Competitive Bid Borrowing), in each case commencing with the lowest rate so offered; provided and provided, further, however, that if offers are made by two or more Bidder 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 BorrowerBorrowers, if such Borrower elects to accept any such offers such Borrower shall 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 Borrowers 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 amounts, if any, and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower the Borrowers may elect in its sole discretion. (d) If the applicable Borrower notifies Borrowers notify the Administrative Agent that such Competitive Bid Borrowing is canceled (or is deemed to be canceled, ) pursuant to clause (c)(ic)(1) above, the Administrative Agent shall give prompt written notice thereof to the Bidder Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts Borrowers accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (c) (iic)(2) above, the Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower Borrowers and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing. (f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify the Borrowers and the Lenders of the aggregate principal amount of Competitive Bid Loans (if any) outstanding at such time.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, Agent at the Notice Office prior to 11:00 A.M. 12:00 Noon (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 Competitive Bid 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 LoanCompetitive Bid Borrowing, a written notice substantially in the form of Exhibit A-2 hereto B (each a “Notice of Competitive Bid Borrowing”), which such notice shall to specify in each case (i) the identity date of the applicable Borrower, (ii) the date proposed Competitive Bid Borrowing (which shall be a Business Day), (ii) and the aggregate principal amount of the proposed Competitive Bid Borrowing, (iii) the maturity date or maturity dates (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 (each of which maturity date dates may not be (A) up to six months earlier than 14 days after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more or later than 180 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 preceding the Final Maturity Date)), (iv) the interest payment date or dates relating theretothereto (which shall be at least every three months in the case of maturities in excess of three months), (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Competitive Bid Borrowing or a Spread Competitive Bid Borrowing, (vi) in the case Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered), (vii) the sum of an Alternate Currency Loan, (I) the Alternate Currency for aggregate principal amount of all Loans outstanding at such time (after giving effect to the proposed Competitive Bid Borrowing), (II) the aggregate amount of all Letter of Credit Outstandings at such time and (III) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec at such time (after giving effect to the proposed Competitive Bid Borrowing and the application of the proceeds therefrom), and (viiviii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Lender a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent in writing (which notice shall give prompt be promptly distributed to the Borrower, provided that the Administrative Agent shall not be liable to any Bidder Lender or to the Borrower for failure to distribute any such notice thereof to the Borrower unless such Borrower failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by facsimilea court of competent jurisdiction)), before 9:30 10:00 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominated, the date of such proposed a Spread 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, and (y) in the case of an Absolute Rate Competitive Bid Borrowing, 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b1.01(d), exceed such Bidder Lender’s Commitment), ) and the rate or rates of interest therefor (specified to the nearest .0001 and such Bidder Lender’s lending office with respect to such which, in the case of a Spread Competitive Bid LoanBorrowing, shall be the Spread offered for each maturity requested in the Notice of Competitive Bid Borrowing); provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower in writing of such offer before 9:15 9:45 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 10:00 A.M. (New York time) on the 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 to, and such Bidder Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in writing or by telephone promptly confirmed in writing) to such that effect (it being understood and agreed that if such the Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii2) below, then such the Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii2) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 applicable Borrower by the Administrative Agent on behalf of each such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (bBorrowing) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided provided, however, that the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Competitive Bid Borrowing) or Spreads (in the case of a Spread Competitive Bid Borrowing), in each case commencing with the lowest rate so offered; provided and provided, further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 amounts, if any, and maximum amounts specified for each such offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is canceled (or is deemed to be canceled, ) pursuant to clause (c)(ic)(1) above, the Administrative Agent shall give prompt written notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (iic)(2) above, the Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing. (f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify the Borrower and the Lenders of the aggregate principal amount of Competitive Bid Loans (if any) outstanding at such time.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to -------------------------- incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 14 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing Borrowing, in the case of an Absolute Rate Borrowing, provided that (I) in no event shall the -------- maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date and (II) no Competitive Bid Loan may have a maturity date beyond any Scheduled Commitment Reduction Date if, after giving effect to the selection of such maturity date, the sum of (x) the aggregate principal amount of Revolving Loans maintained as Eurodollar Loans with Interest Periods ending after such Scheduled Commitment Reduction Date plus (y) the ---- aggregate principal amount of Competitive Bid Loans maturing after such Scheduled Commitment Reduction Date plus (z) the Stated Amount of all Letters of ---- Credit which by their terms expire after such Scheduled Commitment Reduction Date), would exceed the Total Commitment after giving effect to the Scheduled Commitment Reduction to occur on such date, (iviii) the interest payment date or dates relating thereto, (viv) 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, (v) whether the Competitive Bid Loans made pursuant to the proposed Competitive Bid Borrowing are to be denominated in Dollars or an Approved Alternate Currency and, if an Approved Alternate Currency, the Approved Alternate Currency so desired and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender -------- Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause -------- such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 11:00 A.M. (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if ---------------- offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s Bank's pro rata share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing. In connection with the incurrence of any Competitive Bid Loan denominated in a currency other than Dollars, each Bidder Bank that is to make a Competitive Bid Loan as part of a Competitive Bid Borrowing may request from the Administrative Agent a determination in accordance with Section 12.07(d) as to the principal amount of such Competitive Bid Loan, and such Bidder Bank shall be entitled to rely on such information provided by the Administrative Agent.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent at the Administrative Agent'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 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 not be (A) up to 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) no fewer than seven days and no more than 180 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 Final Facility Maturity Date), (iviii) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, thereto and (viiiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 11:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b1.01(D), exceed such Bidder Lender’s 's Commitment), the rate or rates of interest therefor and such Bidder Lender’s 's lending office with respect to such Competitive Bid Loan; provided provided, that if the Administrative Agent in its capacity as a 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, and such . Any Bidder Lender not giving the 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; 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 10:30 A.M. 12:00 Noon (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above Bidders by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) aboveBorrowing) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above Bidders by giving the Administrative Agent notice to that effect; provided provided, that the (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), in each case commencing with the lowest rate so offered; provided further, however, that offered and (y) if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such Borrower elects to accept any such offers such the Borrower shall 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 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 pursuant to clause (b) aboveoffer), as such 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 applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Bidders 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 Lender or Bidder Lenders pursuant to clause (c) (ii) aboveBidders, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder 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 Lender as part Bidder. (f) On the last Business Day of such each calendar quarter, the Administrative Agent shall notify the Lenders of the aggregate principal amount of Competitive Bid BorrowingLoans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 2:00 p.m. (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 14 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing 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 Final Maturity Conversion Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 A.M. 1:00 p.m. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, one Business Day before 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b1.01(d), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank 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. 12:45 p.m. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 A.M. 1:00 p.m. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 A.M. 3:00 p.m. (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 3:00 p.m. (New York time) 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 Administrative Agent notice to such effect (it being understood and agreed that if such the Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such the Borrower shall be deemed to have canceled cancelled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s Bank's pro rata share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled, or if such Competitive Bid Borrowing is deemed canceledcancelled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires -------------------------- to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative AgentPayments 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 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 7 and no more than 180 days 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 Final Maturity Commitment Expiry Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable applic- able to such Competitive Bid Borrowing. The Administrative Agent Payments Administrator shall promptly notify each Bidder Lender by telephone or facsimile Bank of each such request for a Competitive Bid Borrowing received by it from the Borrower by telecopying to each such Bidder Bank a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent Payments Administrator (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; , provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.--------

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 14 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing 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 Final Maturity Date), (iviii) the interest payment date or dates relating thereto, (viv) 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, (v) whether the Competitive Bid Loans made pursuant to the proposed Competitive Bid Borrowing are to be denominated in Dollars or an Approved Alternate Currency and, if an Approved Alternate Currency, the Approved Alternate Currency so desired and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 11:00 A.M. (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s Bank's pro rata share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing. In connection with the incurrence of any Competitive Bid Loan denominated in a currency other than Dollars, each Bidder Bank that is to make a Competitive Bid Loan as part of a Competitive Bid Borrowing may request from the Administrative Agent a determination in accordance with Section 12.07(d) as to the principal amount of such Competitive Bid Loan, and such Bidder Bank shall be entitled to rely on such information provided by the Administrative Agent.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Each such Competitive Bid Borrowing (excluding Existing Quote Request shall be substantially in the form of Exhibit G and shall specify as to each Competitive Bid Borrowing: (i) the proposed date of such Competitive Bid Borrowing, which shall be a Business Day; (ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $5,000,000 (or a larger integral multiple of $500,000) but shall not cause the limits specified in Section 2.2(a) to be violated; (iii) the duration of the Interest Period applicable thereto; (iv) whether the Competitive Bid Quotes requested for a particular Interest Period are seeking quotes for Eurodollar Market Loans continued hereunder or Absolute Rate Loans; and (v) if the Competitive Bid Quotes requested are seeking quotes for Absolute Rate Loans, the date on which the Second Restatement Effective Competitive Bid Quotes are to be submitted if it is before the proposed date of borrowing (the date on which such Competitive Bid Quotes are to be submitted is called the "Quotation Date"). Except as otherwise provided in this Section 2.2(b), it no Competitive Bid Quote Request shall deliver to be given within five (5) Business Days (or such other number of days as the Borrower and the Administrative Agent, prior with the consent of the Required Lenders, may agree) of any other Competitive Bid Quote Request. (i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to 11:00 A.M. (New York timemake a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if the Borrower's request under Section 2.2(b) specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Administrative Agent not later than (x) at least four 2:00 P.M. on the fourth Business Days Day prior to the proposed date of such proposed Competitive Bid Borrowingborrowing, in the case of a Spread Borrowing, and Eurodollar Auction or (y) at least one Business Day prior to 10:00 A.M. on the date of such proposed Competitive Bid BorrowingQuotation Date, in the case of an Absolute Rate Borrowing which is Dollar-denominatedAuction (or, in any such case, such other time and at least three date as the Borrower and the Administrative Agent, with the consent of the Required Lenders, may agree); provided that any Competitive Bid Quote may be submitted by NationsBank (or its Applicable Lending Office) only if NationsBank (or such Applicable Lending Office) notifies the Borrower of the terms of the offer contained therein not later than (x) 1:00 P.M. on the fourth Business Days Day prior to the proposed date of such proposed Competitive Bid Borrowingborrowing, in the case of a Eurodollar Auction or (y) 9:45 A.M. on the Quotation Date, in the case of an Absolute Rate Borrowing which is an Alternate Currency LoanAuction. Subject to Article IV, a written notice Article VI and Article IX, any Competitive Bid Quote so made shall be irrevocable except with the consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit A-2 hereto H and shall specify: (a “Notice of Competitive Bid Borrowing”), which notice shall specify in each case (iA) the identity proposed date of borrowing and the applicable Borrower, Interest Period therefor; (iiB) the date (which shall be a Business Day) and the aggregate principal amount of the proposed Competitive Bid Borrowing, (iii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of for which each such Competitive Bid Borrowing Quote is being made, which principal amount shall be at least $5,000,000 (or a larger integral multiple of $500,000); provided that the aggregate principal amount of all Competitive Bid Loans for which maturity date a Lender submits Competitive Bid Quotes (x) may be not exceed the Total Revolving Credit Commitment and (Ay) up to six months after may not exceed the date principal amount of such the Competitive Bid Borrowing for a particular Interest Period for which offers were requested; (C) in the case of a Spread Borrowing and Eurodollar Auction, the margin above or below the applicable Interbank Offered Rate adjusted for any Eurodollar Reserve Percentage (Bthe "Eurodollar Margin") no fewer than seven days and no more than 180 days after the date of offered for each such Competitive Bid Borrowing in Loan, expressed as a percentage (rounded upwards, if necessary, to the case nearest 1/10,000th 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 Final Maturity Date), (iv1%) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute added to or subtracted from the applicable Interbank Offered Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing.as so adjusted; (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “Reply Date”) which is (xD) in the case of an Absolute Rate Borrowing which is Dollar-denominatedAuction, the date rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such proposed Competitive Bid Borrowing Loan (the "Absolute Rate"); and (E) the identity of the quoting Lender. Unless otherwise agreed by the Administrative Agent and the Borrower, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made. (d) The Administrative Agent shall (x) in the case of a Eurodollar Auction, by 4:00 P.M. on the day a Competitive Bid Quote is submitted or (y) in the case of an Absolute Rate Borrowing which is an Alternate Currency LoanAuction, two Business Days before as promptly as practicable after the date of such Competitive Bid Borrowing Quote is submitted (but in any event not later than 11:00 A.M. on the Quotation Date), notify the Borrower of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.2(c) and (yii) in the case of a Spread Borrowing, three Business Days before the date of such proposed any Competitive Bid BorrowingQuote that amends, of the minimum amount and maximum amount of each modifies or is otherwise inconsistent with a previous Competitive Bid Loan which Quote submitted by such Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such the same Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any Quote Request. 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, and such Bidder Lender shall not be obligated to, and shall not, make any subsequent 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 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Quote shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 disregarded by the Administrative Agent on behalf of unless such Bidder Lender for such subsequent Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.Quote is

Competitive Bid Borrowings. (a) Whenever any Borrower the Company -------------------------- desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to Agent by telecopy at its Notice Office not later than 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 A hereto (a “"Notice of Competitive Bid Borrowing”"), which such notice shall to 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 BorrowingBorrowing (which shall not be less than $10,000,000), (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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 not be later than the third Business Day preceding the Final Maturity Expiry Date), (iviii) the interest payment date or dates relating thereto, thereto (v) whether the proposed Competitive Bid Borrowing is to which shall be an Absolute Rate Borrowing or a Spread Borrowing, (vi) at least every three months in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, maturities in excess of three months) and (viiiv) any other terms to be applicable to such Competitive Bid Borrowing. Notwithstanding the foregoing, whenever the Company desires to incur a Same-Day Competitive Bid Borrowing, it shall deliver to the Agent and each of the Same-Day Competitive Bid Banks on or prior to 9:30 A.M. (New York time) on the day such Same-Day Competitive Bid Borrowing is to be made, a Notice of Competitive Bid Borrowing otherwise meeting the requirements contained above in this Section 1.04(a). The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile Bank of each such request for a Competitive Bid Borrowing (other than a Same-Day Competitive Bid Borrowing) received by it from the Company by telecopying such Bank a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 Company as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent in writing (which shall give prompt written notice thereof to such Borrower by facsimilethe Company), before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing 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 amount, if any, and maximum amount of each Competitive Bid Loan which such Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), ) and the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loantherefor; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower Company in writing 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. Notwithstanding the foregoing, in the case of a Same-Day Competitive Bid Borrowing, each Same-Day Competitive Bid Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Company as part of such proposed Same-Day Competitive Bid Borrowing at a rate or rates of interest specified by such Same-Day Competitive Bid Bank in its sole discretion and determined by such Same-Day Competitive Bid Bank independently of each other Same-Day Competitive Bid Bank, by notifying the Agent and the Company in writing, on or before 10:30 A.M. (New York time) on the date of such proposed Same-Day Competitive Bid Borrowing, of the minimum amount, if any, and maximum amount of each Competitive Bid Loan which such Same-Day Competitive Bid Bank would be willing to make as part of such proposed Same-Day Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of Section 1.01(b), exceed such Same-Day Competitive Bid Bank's Commitment) and the rate or rates of interest therefor. If any Bank shall elect not to make such an offer, such Bank shall so notify the Agent, before 10:00 A.M. (New York time) on the Reply Date (or on or before 10:15 A.M. (New York time) on the date of the proposed Same-Day Competitive Bid Borrowing, as the case may be), and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower Company shall, in turn, before 10:30 12:00 Noon (New York time) on the Reply Date (or on or before 11:00 A.M. (New York time) on the Reply Datedate of the proposed Same-Day Competitive Bid Borrowing, as the case may be), either: (i1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in writing or by telephone confirmed in writing) to such effect (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)effect, or (ii2) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 applicable Borrower Company by the Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (bBorrowing) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable BorrowerCompany, if such Borrower elects to accept any such offers such Borrower shall 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 Company 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 amounts, if any, and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower the Company may elect in its sole discretion. In addition to the foregoing, in the case of a Same-Day Competitive Bid Borrowing, any notices required to be given by the Company to the Agent as provided in clause (1) or (2) above, shall concurrently be given by the Company to the respective Same-Day Competitive Bid Banks. (d) If the applicable Borrower Company notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(ic) (1) above, the Administrative Agent shall give prompt written notice thereof to the Bidder Lenders Banks and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower Company accepts one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (c) (ii2) above, the Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder Lender Bank that has made an offer as described in clause (b) above, as well as each other Bank, of the date, maturity date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Lender Bank pursuant to clause (b) above have been accepted by the Borrower Company and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any Borrower the Company desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to Agent at the Notice Office not later than 11:00 A.M. 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 (each a “"Notice of Competitive Bid Borrowing”"), which such notice shall to specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate principal amount of the proposed Competitive Bid BorrowingBorrowing (which shall not be less than $5,000,000), (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 not be (A) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer earlier than seven days and no more than 180 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 or later than the third fifth Business Day preceding the Final Maturity DateDate then in effect), (iviii) the interest payment date or dates relating thereto, thereto (v) whether the proposed Competitive Bid Borrowing is to which shall be an Absolute Rate Borrowing or a Spread Borrowing, (vi) at least every three months in the case of an Alternate Currency Loanmaturities in excess of three months), (iv) the Alternate Currency for such Competitive Bid BorrowingSenior Implied Indebtedness rating assigned by S&P and Xxxxx'x to the Company's Indebtedness, which ratings shall be at least BBB- Senior Implied in the case of S&P or Baa3 Senior Implied in the case of Xxxxx'x and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile Bank of each such request for a Competitive Bid Borrowing received by it from the Company by telecopying to each such Bidder Bank a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 applicable Borrower Company as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder Lender, Bank by notifying the Administrative Agent in writing (which shall give prompt written notice thereof to such Borrower by facsimilethe Company), before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing 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, Borrowing of the minimum amount amount, if any, and maximum amount of each Competitive Bid Loan which such Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Revolving Loan Commitment), ) and the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loantherefor; provided provided, that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower Company in writing of such offer before 9:15 9:30 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided provided, that the failure by any Bidder Lender Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to to, and such Bidder Bank shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower Company shall, in turn, before 10:30 A.M. 12:00 Noon (New York time) on the Reply Date, either: (i1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in writing or by telephone confirmed in writing) to such effect (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)effect, or (ii2) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 applicable Borrower Company by the Administrative Agent on behalf of each such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (bBorrowing) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable BorrowerCompany, if such Borrower elects to accept any such offers such Borrower shall 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 Company 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 amounts, if any, and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower the Company may elect in its sole discretion. (d) If the applicable Borrower Company notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(ic)(1) above, the Administrative Agent shall give prompt written notice thereof to the Bidder Lenders Banks and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower Company accepts one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(2) above, the Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower Company and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing. (f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify the Company and the Banks of the aggregate principal amount of Competitive Bid Loans outstanding at such time.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 7 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing 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 Final Maturity Date), (iviii) the interest payment date or dates relating thereto, (viv) 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, (v) whether the Competitive Bid Loans made pursuant to the proposed Competitive Bid Borrowing are to be denominated in Dollars or an Approved Alternate Currency and, if an Approved Alternate Currency, the Approved Alternate Currency so desired and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder LenderBank’s Commitment), the rate or rates of interest therefor and such Bidder LenderBank’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 11:00 A.M. (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder LenderBank’s pro rata share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing. In connection with the incurrence of any Competitive Bid Loan denominated in a currency other than Dollars, each Bidder Bank that is to make a Competitive Bid Loan as part of a Competitive Bid Borrowing may request from the Administrative Agent a determination in accordance with Section 12.07(d) as to the principal amount of such Competitive Bid Loan, and such Bidder Bank shall be entitled to rely on such information provided by the Administrative Agent.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 7 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing 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 Final Maturity Date), (iviii) the interest payment date or dates relating thereto, (viv) 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, (v) whether the Competitive Bid Loans made pursuant to the proposed Competitive Bid Borrowing are to be denominated in Dollars or an Approved Alternate Currency and, if an Approved Alternate Currency, the Approved Alternate Currency so desired and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a such Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable such Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder LenderBank’s Commitment), the rate or rates of interest therefor and such Bidder LenderBank’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective such Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Such Borrower shall, in turn, (x) before 10:30 11:00 A.M. (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (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)effect, or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 such Borrower by the Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable such Borrower, if such Borrower elects to accept any of such offers such Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder LenderBank’s pro rata share would be less than the minimum amount specified by such Bidder Lender Bank 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable such Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, cancelled pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks and such Competitive Bid Borrowing shall not be made. (e) If the applicable such Borrower accepts one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the such Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing. In connection with the incurrence of any Competitive Bid Loan denominated in a currency other than Dollars, each Bidder Bank that is to make a Competitive Bid Loan as part of a Competitive Bid Borrowing may request from the Administrative Agent a determination in accordance with Section 12.07(d) as to the principal amount of such Competitive Bid Loan, and such Bidder Bank shall be entitled to rely on such information provided by the Administrative Agent.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. AM (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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Did Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s 's Commitment), the rate or rates of interest therefor and such Bidder Lender’s 's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, further however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 '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 fight 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 pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and And (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any Borrower the Corporation desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, Agent at the Notice 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 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 B (each, a “Notice of Competitive Bid Borrowing”"NOTICE OF COMPETITIVE BID BORROWING"), which such notice shall to 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, (ii) the aggregate principal amount of the proposed Competitive Bid Borrowing (which shall not be less than $20,000,000), (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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer earlier than seven days and no more than 180 days after the date of such Competitive Bid Borrowing in or later than 360 days after the case date of an Absolute Rate Borrowing, provided that such Competitive Bid Borrowing (but in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day thirtieth day preceding the Final Maturity Date)), (iv) the interest payment date or dates relating thereto, thereto (v) whether the proposed Competitive Bid Borrowing is to which shall be an Absolute Rate Borrowing or a Spread Borrowing, (vi) at least every three months in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowingmaturities in excess of three months), and (viiv) 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 Administrative Agent shall promptly notify each Bidder RL Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from the Corporation by telecopying to each such Bidder RL Lender a Borrower and of the contents copy of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 applicable Borrower Corporation as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder RL Lender in its sole discretion and determined by such Bidder RL Lender independently of each other Bidder RL Lender, by notifying the Administrative Agent in writing (which notice shall give prompt be promptly distributed to the Corporation, PROVIDED that the Administrative Agent shall not be liable to any Bidder RL Lender or to the Corporation for failure to distribute any such notice thereof to the Corporation unless such Borrower failure resulted from the gross negligence or willful misconduct on the part of the Administrative Agent (as determined by facsimilea court of competent jurisdiction)), before 9:30 10:00 A.M. (New York time) on the date (the “Reply Date”"REPLY DATE") which is (x) in the case of an Absolute Rate Borrowing 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 amount, if any, and maximum amount of each Competitive Bid Loan which such Bidder RL Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b1.01(e), exceed such Bidder RL Lender’s 's Revolving Loan Commitment), ) and the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loantherefor; provided PROVIDED that if the Administrative Agent in its capacity as a Bidder RL Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower Corporation in writing of such offer before 9:15 9:30 A.M. (New York time) on the Reply Date. If any Bidder RL Lender shall elect not to make such an offer, such Bidder RL Lender shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the 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 PROVIDED that the failure by any Bidder RL Lender to give such notice shall not cause such Bidder RL Lender to be obligated to to, and such Bidder RL Lender shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower Corporation shall, in turn, before 10:30 A.M. 12:00 Noon (New York time) on the Reply Date, either: (i1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in writing or by telephone promptly confirmed in writing) to such effect (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)effect, or (ii2) accept one or more of the offers made by any Bidder RL Lender or Bidder RL Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 applicable Borrower Corporation by the Administrative Agent on behalf of each such Bidder RL Lender for such Competitive Bid Borrowing pursuant to clause (bBorrowing) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder RL Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided PROVIDED that 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; provided furtherPROVIDED FURTHER, howeverHOWEVER, that if offers are made by two or more Bidder 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 applicable BorrowerCorporation, if such Borrower elects to accept any such offers such Borrower shall 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 Corporation 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 amounts, if any, and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower the Corporation may elect in its sole discretion. (d) If the applicable Borrower Corporation notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, canceled pursuant to clause (c)(ic)(1) above, the Administrative Agent shall give prompt written notice thereof to the Bidder RL Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower Corporation accepts one or more of the offers made by any Bidder RL Lender or Bidder RL Lenders pursuant to clause (c) (iic)(2) above, the Administrative Agent shall in turn promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder RL 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 RL Lender pursuant to clause (b) above have been accepted by the Borrower Corporation and (y) each Bidder RL Lender 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 RL Lender as part of such Competitive Bid Borrowing. (f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify the Corporation and the RL Lenders of the aggregate principal amount of Competitive Bid Loans outstanding to the Corporation at such time.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative 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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s 's Commitment), the rate or rates of interest therefor and such Bidder Lender’s 's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall accept such offers pro P o rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s '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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant pursuant-to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 14 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing 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 Final Maturity Conversion Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, one Business Day before 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank 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 Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 A.M. 12:00 Noon (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (it being understood and agreed that if such the Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such the Borrower shall be deemed to have canceled cancelled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s Bank's pro rata share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled, or if such Competitive Bid Borrowing is deemed canceledcancelled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than between seven days and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing Borrowing, in the case of an Absolute Rate Borrowing, provided PROVIDED that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided PROVIDED that if the Administrative Agent in its capacity as a Bidder Lender Bank 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 Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided PROVIDED that the failure by any Bidder Lender Bank to give such notice shall not cause such Bidder Lender Bank 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 10:30 11:00 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (it being understood and agreed that if such the Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such the Borrower shall be deemed to have canceled cancelled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided PROVIDED that 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; provided furtherPROVIDED FURTHER, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata PRO RATA from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s pro rata Bank's PRO RATA share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled, or if such Competitive Bid Borrowing is deemed canceledcancelled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date), it shall deliver to the Administrative 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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s 's Commitment), the rate or rates of interest therefor and such Bidder Lender’s 's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 '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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any the Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date)Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. 12:00 Noon (New York time) (x) at least four five 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 two 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 LoanBorrowing, 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) up to one, two, three or six months after the date of such Competitive Bid Borrowing Borrowing, in the case of a Spread Borrowing Borrowing, and (B) no fewer than seven days between 14 and no more than 180 days 364 days, inclusive, after the date of such Competitive Bid Borrowing Borrowing, in the case of an Absolute Rate Borrowing, provided PROVIDED that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date), (iviii) the interest payment date or dates relating thereto, (viv) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loanand if a Spread Borrowing, the Alternate Currency for such Competitive Bid BorrowingInterest Rate Basis, and (viiv) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender Bank by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a the Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender Bank 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 specified by such Bidder Lender Bank in its sole discretion and determined by such Bidder Lender Bank independently of each other Bidder LenderBank, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), the Borrower) before 9:30 10:00 A.M. (New York time) on the date (the “"Reply Date”") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominatedBorrowing, one Business Day before 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 four 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 Bidder Lender Bank would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in to the first sentence of Section 1.01(b), exceed such Bidder Lender’s Bank's Commitment), the rate or rates of interest therefor and such Bidder Lender’s Bank's lending office with respect to such Competitive Bid Loan; provided PROVIDED that if the Administrative Agent in its capacity as a Bidder Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender Bank shall elect not to make such an offer, such Bidder Lender Bank shall so notify the Administrative Agent, before 9:30 10:00 A.M. (New York time) on the Reply Date, and such Bidder Lender Bank shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided PROVIDED that the failure by any Bidder Lender Bank to give such notice shall not cause such Bidder Lender Bank to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, (x) before 10:30 A.M. 12:00 Noon (New York time) on the Reply DateDate in the case of a proposed Absolute Rate Borrowing and (y) before 12:00 Noon (New York time) 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 Administrative Agent notice to such effect (it being understood and agreed that if such the Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such the Borrower shall be deemed to have canceled cancelled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender Bank or Bidder Lenders Banks pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender Bank for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender Bank as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders Banks pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided PROVIDED that 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; provided furtherPROVIDED FURTHER, however, that if offers are made by two or more Bidder Lenders 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 applicable Borrower, if such the Borrower elects to accept any of such offers such the Borrower shall accept such offers pro rata PRO RATA from such Bidder Lenders Banks (on the basis of the maximum amounts of such offers) unless any such Bidder Lender’s pro rata Bank's PRO RATA share would be less than the minimum amount specified by such Bidder Lender Bank in its offer, in which case such the 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 offer pursuant to clause (b) above), as such the Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled, or if such Competitive Bid Borrowing is deemed canceledcancelled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders Banks 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 Lender Bank or Bidder Lenders Banks pursuant to clause (c) (iic)(ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender Bank 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 Lender Bank pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender Bank as part of such Competitive Bid Borrowing.

Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing (excluding Existing Competitive Bid Loans continued hereunder on the Second Restatement Effective Date), it shall deliver to the Administrative 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 A-3 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, (iii) 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) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 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 Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Bid Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder 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 specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the “Reply Date”) which is (x) in the case of an Absolute Rate Borrowing 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 Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender’s Commitment), the rate or rates of interest therefor and such Bidder Lender’s lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a 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, 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 make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (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 Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the 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 Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that 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; provided further, however, that if offers are made by two or more Bidder 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, if such Borrower elects to accept any such offers such Borrower shall 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 offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder 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 Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder 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 Lender pursuant to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender 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 Lender as part of such Competitive Bid Borrowing.